SHS Viveon AG

M&A Activity • Oct 7, 2005

News Details

Ad-hoc | 7 October 2005 14:25

SHS Informationssysteme AG is taking over Systech Software GmbH

Ad hoc announcement §15 WpHG Acquisition SHS Informationssysteme AG is taking over Systech Software GmbH Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— SHS Informationssysteme AG is taking over Systech Software GmbH and decides on a capital increase against contribution in kind Munich, 07. October 2005 – The company SHS Informationssysteme AG, as listed in the Prime Standard segment of the Frankfurt Stock Exchange (WKN 507240), has announced the purchase of Systech Software GmbH, Kastl. Systech Software GmbH is a provider of credit management software solutions specialising on the retail sector. The company has the leading credit management software solutions for retail companies on the German market with its self-developed product DebiTEX. DebiTEX is used in evaluating existing customers in the framework of claims management and supports companies in reducing bad credit losses. Their customers comprise medium to large companies such as BayWa, euroShell, Olympus, Raab Karcher and TUI. Systech Software GmbH achieved a total turnover of 3 million Euro in the business year 2004 with about 30 employees and is a profitable company. The purchase price for Systech Software GmbH will be paid partly in cash and partly in shares. In this connection the Board of Directors and the Supervisory Board of SHS decided to increase the share capital of the company from presently 9,192,807 Euro by 386,430 Euro to 9,579,237 Euro against contribution in kind. 386,430 bearer shares will be issued at an issue price of 3.39 Euro per share. The new shares will participate in profits as of 01.01.2005. The statutory purchase rights of the shareholders are excluded. The new shares will be signed by the former shareholders of Systech Software GmbH and will be subject to a Lock Up of 29 months. In order to finance the cash component of the transaction the Board of Directors and the Supervisory Board intend shortly to carry out a purchase rights cash capital increase of the share capital of SHS. The key figures with regard to this cash capital increase will be announced by the Board of Directors and the Supervisory Board in the next days. Furthermore, in the framework of this transaction an Earn-Out-regulation for 2 years was agreed. In this regard the sellers of Systech Software GmbH can gain an additional purchase price right based on the development of the company results. SHS is assuming that the takeover of Systech Software GmbH will have positive impulses on the growth in revenues and profits of SHS. – End of the Ad hoc release – SHS Informationssysteme AG Fraunhoferstraße 12 82152 Martinsried bei München Deutschland ISIN: DE0005072409 WKN: 507240 Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart End of ad hoc announcement (c)DGAP 07.10.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: Background and strategic targets of the transaction: SHS Informationssysteme AG is an international market leader in the area of IT-solutions in the credit risk management and customer management sector. With its product GUARDEAN SHS has a high-performance software solution for the analysis and evaluation of customers, right from their creditworthiness to their customer value. Its Agency Gateway furthermore enables customers to access up to 40 credit agencies throughout Europe and enables companies and company groups to execute an international credit risk management. The purchase of Systech Software GmbH represents a decisive strategic step on the part of SHS. In the foreground is especially the entry in the retail sector as one of the sectors with the strongest growth rates in the claims management area. This acquisition makes SHS the market leader in this area in Germany. In addition Systech Software GmbH enjoys excellent know-how in existing customer management, whilst the key competence of SHS lies in the area of applications management. In combination SHS and Systech will thus cover all phases of customer management and will be able in the future to offer solutions along the entire customer life cycle. Dirk Roesing, CEO of SHS: “This takeover will increase the market power of SHS in Europe. We ensure ourselves technology management for all phases of customer life cycles, not only in Germany, but also in Europe. SHS is building a multinational portfolio for finance, Telco and Automotives with new solutions for existing customer management. The potential of this offer is immense. An exact evaluation of a customer or company does not only minimise risk, but also above all can expose idle turnover potential.” SHS will consequently further increase their presence on the European market for credit risk management and customer management with this acquisition. Systech Software GmbH will at the same time decisively promote the coverage of national and especially international large customers in the retail sector within the SHS group. Munich-based SHS Informationssysteme AG is listed on the Prime Standard segment of the Frankfurt Stock Exchange and operates a subsidiary in Spain. The IT services provider focuses on offering customer management and credit risk management solutions to companies with a broad customer base. In 2004, the company recorded revenues of EUR 32 million. The customers of SHS AG include Ingram Micro, Crédit Agricole, T-Mobile, T-Online, Südleasing, Telefónica, amena, Barclaycard and other international companies in the information and financial sectors. For more information, see http://www.shs.de Further information: SHS Informationssysteme AG Wolfgang Brand Tel.: +49 – 89 – 747257-0 e-mail: wolfgang.brand@shs.de Andreas Hoschke HOSCHKE & CONSORTEN Public Relations GmbH Tel.: +49 – 40 – 369050-55 e-mail: a.hoschke@hoschke.de End of message (c)DGAP 071425 Okt 05