Allgeier SE — M&A Activity 2012

Aug 8, 2012

Allgeier Holding SE

Recommendation: BUY (BUY)

Risk: MEDIUM (MEDIUM) Price target: EUR 19.00 (19.00)

Different price perceptions jeopardize takeover of EASY SOFTWARE

• EASY SOFTWARE AG announced yesterday that the Management and Supervisory Board recommend the company's shareholders not to accept Allgeier's tender offer due to an insufficient purchase price. In the joint statement on the offer document, it was also declared that Manfred Wagner, major shareholder (27.4%) and member of the Supervisory Boards of EASY SOFTWARE, will not accept Allgeier's offer. Due to the fact that the offer is subject to the attainment of a 75% minimum acceptance quota, a refusal of Manfred Wagner would already implicate the failure of the takeover under the current terms of the bid (in particular the offered price of EUR 4.00 per share).
• The recommendation issued by EASY SOFTWARE's Management and Supervisory Board is based, inter alia, on a Fairness Opinion according to IDW S 8. The commissioned audit firm used the discounted earnings method and a multiple-based valuation approach to valuate EASY SOFTWARE. As neither the used earnings forecasts nor the detailed valuation have been published, we cannot make an assessment of both.
• The acceptance period for the EASY SOFTWARE takeover bid will end on 21 August 2012. The Management of Allgeier has not yet given any indication whether or not they might consider an increase of the offered purchase price. Regarding our estimates and the valuation of Allgeier's share, a failure of the takeover would not have any effect. As we had not incorporated the takeover of EASY SOFTWARE in our estimates yet, we leave all our estimates as well as our price target (EUR 19.00) unchanged. We expect that Allgeier now will be able to conclude the takeover of TECOPS (see our update from 6 August 2012) within the coming weeks, and that first consolidation might even take place as of 1 September 2012. This would have a positive impact on our FY 2012 estimates for Allgeier, as we had provisionally assumed first consolidation as of 1 October. TECOPS' business is highly profitable and fastgrowing. We also expect significant synergies from the combination of Allgeier and TECOPS.
• Key data (takeover of TECOPS assumed as of 1/10/12; EASY SOFTWARE not yet included) Y/E Dec 31, EUR m 2009 2010 2011 2012E 2013E 2014E Sales 223.5 308.7 378.8 462.8 565.9 611.2 EBITDA 14.4 18.1 22.3 30.1 40.2 44.6 EBITA 12.8 15.6 19.0 25.6 32.9 36.6 EBIT 8.0 11.0 12.0 19.3 26.9 31.1 Net result 5.2 8.3 4.4 10.7 15.9 18.7 Basic EPS 0.60 0.99 0.52 1.27 1.87 2.21 Adjusted EPS 0.98 1.18 1.27 1.78 2.36 2.66 CPS 1.36 0.85 2.34 1.95 2.96 3.56 DPS 0.50 0.50 0.50 0.50 0.50 0.50 EBITDA margin 6.5% 5.9% 5.9% 6.5% 7.1% 7.3% Adj. EBITDA margin n/a 5.7% 6.2% 6.5% 7.1% 7.3% EBITA margin 5.7% 5.1% 5.0% 5.5% 5.8% 6.0% EV/EBITDA 7.6 6.1 4.9 3.7 2.7 2.5 P/E 17.8 10.7 20.3 8.4 5.7 4.8

Source: CBS Research AG, Allgeier Holding AG

08 August 2012

Short company profile:

Munich-based Allgeier SE is one of the leading consulting and service companies in the Germanspeaking region. With more than 2,600 employees and around 1,500 freelance IT experts, Allgeier offers its customers a complete service approach spanning design, implementation, and through to the operation of IT landscapes. Fifteen corporate units, each with its own specialist and sector-related focus, work together for more than 2,000 customers from almost all sectors.

Share data:
Share price (EUR, latest closing price):	10.59
Shares outstanding (m):	8.4
Market capitalisation (EUR m):	88.8
Enterprise value (EUR m):	110.3
Ø daily trading volume (3 m., no. of shares):	9,204
Performance data:
High 52 weeks (EUR):	12.89
Low 52 weeks (EUR):	9.30
Absolute performance (12 months):	-0.4%
Relative performance vs. CDAX:
1 month	-3.8%
3 months	-11.1%
6 months	-8.1%
12 months	-13.6%
Shareholders:
Supervisory Board & Management Board:	42%
Own shares:	7%
Institutional investors:	9%
Other free float:	42%
Financial calendar:
9M report:	8 November 2012
Author: Martin Decot (Analyst)
Close Brothers Seydler Research AG
Phone: +49 (0) 69-977 84 56 0
Email: research@cbseydlerresearch.ag

Please notice the information on the preparation of this document, the disclaimer, the advice regarding possible conflicts of interests, and the mandatory information required by § 34b WpHG (Securities Trading Law) at the end of this document. This financial analysis in accordance with § 34b WpHG is exclusively intended for distribution to individuals that buy or sell financial instruments at their own account or at the account of others in connection with their trading activities, occupation, or employment.

We reiterate our BUY recommendation for the Allgeier share.

Profit and loss account

IFRS	EURm	2008	2009	2010	2011	2012E	2013E	2014E
Sales YoY grow th		178.7 34.0%	223.5 25.1%	308.7 38.1%	378.8 22.7%	462.8 22.2%	565.9 22.3%	611.2 8.0%
Inventory changes (finished goods, WIP)		0.0	-0.1	0.0	0.3	0.1	0.2	0.2
Other own work capitalised		0.0	0.0	0.1	0.1	0.1	0.1	0.1
Total output		178.7	223.5	308.8	379.1	463.0	566.2	611.4
Cost of materials		-111.2	-137.5	-182.5	-220.2	-259.9	-299.1	-322.6
as % of total output		-62.2%	-61.5%	-59.1%	-58.1%	-56.1%	-52.8%	-52.8%
Gross profit as % of total output		67.5 37.8%	86.0 38.5%	126.2 40.9%	158.9 41.9%	203.1 43.9%	267.1 47.2%	288.8 47.2%
Personnel expenses as % of total output		-44.3 -24.8%	-59.5 -26.6%	-88.4 -28.6%	-109.0 -28.7%	-140.1 -30.2%	-190.5 -33.6%	-203.8 -33.3%
Other operating income as % of total output		2.1 1.2%	4.0 1.8%	5.8 1.9%	6.6 1.7%	6.9 1.5%	9.1 1.6%	9.2 1.5%
Other operating expenses as % of total output		-13.1 -7.3%	-16.1 -7.2%	-25.5 -8.2%	-34.2 -9.0%	-39.9 -8.6%	-45.6 -8.0%	-49.5 -8.1%
EBITDA as % of total output		12.1 6.8%	14.4 6.5%	18.1 5.9%	22.3 5.9%	30.1 6.5%	40.2 7.1%	44.6 7.3%
Operating EBITA* as % of total output		10.8 6.0%	12.8 5.7%	15.6 5.1%	19.0 5.0%	25.6 5.5%	32.9 5.8%	36.6 6.0%
Depreciation and amortization, excl. goodwill impairments as % of total output Goodwill impairments		-4.3 -2.4% -4.0	-4.1 -1.9% -2.3	-7.0 -2.3% 0.0	-10.3 -2.7% 0.0	-10.7 -2.3% 0.0	-13.3 -2.4% 0.0	-13.5 -2.2% 0.0
as % of total output		-2.2%	-1.0%	0.0%	0.0%	0.0%	0.0%	0.0%
EBIT as % of total output		3.9 2.2%	8.0 3.6%	11.0 3.6%	12.0 3.2%	19.3 4.2%	26.9 4.7%	31.1 5.1%
Interest income		3.1	0.8	0.7	0.4	0.4	0.2	0.1
Interest expenses		-2.2	-1.8	-1.6	-2.9	-3.1	-2.9	-2.9
Result from sale of temping business		82.6	-	-	-	-	-	-
EBT (Earnings before income taxes) as % of total output		87.4 48.9%	7.0 3.2%	10.2 3.3%	9.5 2.5%	16.6 3.6%	24.1 4.3%	28.4 4.6%
Taxes on income as % of EBT		-7.1 -8.1%	-2.1 -29.6%	-1.5 -14.4%	-4.2 -44.1%	-5.0 -30.0%	-7.2 -30.0%	-8.5 -30.0%
Net income of the group as % of total output		80.4 45.0%	5.0 2.2%	8.7 2.8%	5.3 1.4%	11.6 2.5%	16.9 3.0%	19.8 3.2%
Minority interests		-0.6	0.2	-0.4	-0.9	-0.9	-1.0	-1.1
Net income attributable to shareholders		79.7	5.2	8.3	4.4	10.7	15.9	18.7
Basic earnings per share (EUR)		8.93	0.60	0.99	0.52	1.27	1.87	2.21
Adjusted earnings per share (EUR)**		0.85	0.98	1.18	1.27	1.78	2.36	2.66
* Operating EBITA: Earnings before interest, taxes and amortisation/impairments of assets from PPAs (goodwill, acquired order balances, customer lists, etc.) and effects on earnings from subsequent purchase price adjustments/earnouts ** Adjusted EPS = Adjusted net income divided by weighted average of shares outstanding; Adjusted net income = Operating EBITA minus financial result minus assumed taxes (30% tax rate) minus minority interests. Source: CBS Research AG, Allgeier Holding AG

Balance sheet

IFRS EURm	2008	2009	2010	2011	2012E	2013E	2014E
Assets
Noncurrent assets	45.6	47.9	63.7	113.0	131.1	123.7	116.2
as % of total assets	23.6%	29.9%	31.2%	46.6%	42.6%	38.5%	35.1%
Intangible assets	41.9	42.3	57.4	102.8	120.5	113.1	104.8
Property, plant and equipment	3.4	4.6	5.4	8.8	10.3	10.3	11.0
Investments in companies consolidated at equity	0.0	0.4	0.0	0.0	0.0	0.0	0.0
Deferred taxes	0.3	0.5	1.0	1.4	0.3	0.3	0.3
Current assets as % of total assets	147.8 76.4%	112.2 70.1%	140.4 68.8%	129.2 53.4%	176.8 57.4%	197.9 61.5%	215.2 64.9%
Inventories	1.0	2.7	3.1	3.0	4.0	4.3	4.5
Trade receivables	49.6	52.9	66.5	81.8	107.0	121.7	131.4
Other assets and receivables	28.1	7.4	9.5	12.4	17.6	15.9	16.7
Cash and cash equivalents	69.1	49.2	61.3	31.9	48.1	56.0	62.5
Total assets	193.4	160.1	204.1	242.1	307.9	321.6	331.3
Shareholders' equity and liabilities
Shareholders' equity as % of total equity and liabilities	81.8 42.3%	79.5 49.7%	85.5 41.9%	88.2 36.4%	95.7 31.1%	108.4 33.7%	124.0 37.4%
Subscribed capital	9.1	9.1	9.1	9.1	9.1	9.1	9.1
Capital reserve	11.3	11.3	11.3	11.3	11.3	11.3	11.3
Retained earnings	0.3	0.3	0.3	0.3	0.3	0.3	0.3
Own shares at acquisition cost	-1.7	-3.6	-4.5	-5.2	-5.2	-5.2	-5.2
Profit carried forward	-18.1	56.5	57.4	61.6	61.8	68.3	80.1
Net income for the year	79.7	5.2	8.3	4.4	10.7	15.9	18.7
Changes in equity recognised directly in equity	-0.9	-0.9	-0.2	2.2	2.2	2.2	2.2
Minority interests	2.0	1.8	3.7	4.5	5.4	6.4	7.5
Noncurrent liabilities and deferred income as % of total equity and liabilities	24.0 12.4%	23.8 14.9%	31.6 15.5%	35.5 14.7%	99.8 32.4%	93.2 29.0%	80.2 24.2%
Non-current profit-participation liabilities (PREPS)	13.0	13.0	6.0	0.0	0.0	0.0	0.0
Noncurrent financial liabilities incl. promissory notes Provisions for pensions and similar obligations	2.2 0.3	0.3 1.0	15.6 0.9	2.6 1.0	72.6 1.0	72.6 1.1	70.0 1.2
Other noncurrent liabilities (mainly earnout
components from company acquisitions)	3.1	3.7	3.3	22.8	19.1	14.9	7.0
Deferred tax liabilities	5.5	5.8	5.7	9.2	7.0	4.5	2.0
Current liabilities	87.6	56.7	87.0	118.4	112.4	120.0	127.1
as % of total equity and liabilities	45.3%	35.4%	42.6%	48.9%	36.5%	37.3%	38.4%
Current profit-participation liabilities (PREPS)	0.0	0.0	7.0	6.0	0.0	0.0	0.0
Current financial liabilities	13.4	8.4	16.9	32.7	12.0	12.0	12.0
Current provisions	13.1	7.8	10.8	16.1	24.7	26.3	27.7
Trade accounts payable	22.6	23.3	29.8	36.5	40.4	44.9	48.4
Prepayments received	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Other liabilities incl. earnout components from company acquisitions	38.5	17.3	22.5	27.1	35.3	36.8	39.0
Total equity and liabilities	193.4	160.1	204.1	242.1	307.9	321.6	331.3

Source: CBS Research AG, Allgeier Holding AG

Cash flow statement

IFRS EURm	2008	2009	2010	2011	2012E	2013E	2014E
EBIT	3.9	8.0	11.0	12.0	19.3	26.9	31.1
Depreciation and amortisation	8.3	6.4	7.0	10.3	10.7	13.3	13.5
Other non-cash income and expenses incl. expenses from additions to provisions	4.0	4.2	6.7	10.0	9.0	9.9	10.4
Change in non-current provisions	-0.4	0.1	0.0	0.0	0.1	0.1	0.1
Cash taxes paid/received	-6.1	-4.7	-3.2	-3.8	-6.5	-8.7	-11.3
Cash flow from changes in working capital	-13.3	-2.2	-14.5	-8.8	-16.1	-16.3	-13.6
Cash flow from operating activities	-3.7	11.8	7.2	19.6	16.6	25.1	30.2
Net cash outflows from the purchase and retirement of PP&E and intangible assets	-2.0	-1.6	-2.5	-4.2	-4.8	-5.9	-6.0
Payments for the purchase of subsidiaries and for the acquisition of assets and rights	-17.0	-4.1	-8.7	-25.4	-28.2	0.0	0.0
Purchase price components paid for companies acquired in other periods	0.0	-5.0	-0.9	-4.0	-3.1	-4.2	-7.9
Investments valued at equity (incl. disposals)	0.0	-0.2	0.3	-0.1	0.0	0.0	0.0
Payment balance from the sale of subsidiaries	103.7	-5.4	0.0	0.0	0.0	0.0	0.0
Cash flow from investing activities	84.7	-16.3	-11.9	-33.7	-36.1	-10.1	-13.9
Payments for own shares	-1.2	-1.9	-1.0	-1.1	0.0	0.0	0.0
Net borrowings/retirements of loans and cash flow from promissory notes	-6.1	-4.1	17.4	-0.6	47.3	0.0	-2.6
Net cash inflow from ABS programme (assignment of trade receivables)	3.8	-2.8	4.9	0.9	1.4	0.0	0.0
Repayment of profit-participation liabilities	0.0	0.0	0.0	-7.0	-6.0	0.0	0.0
Interests paid and received, net	1.0	-0.8	-0.7	-2.4	-2.7	-2.7	-2.8
Dividends paid	-22.3	-5.2	-4.2	-4.2	-4.2	-4.2	-4.2
Payments to/from shareholders with non-controlling interests and purchases of non-controlling interests	0.0	-0.1	-0.1	-0.9	-0.2	-0.2	-0.2
Cash flow from financing activities	-24.9	-14.9	16.4	-15.2	35.6	-7.1	-9.8
Total change in cash and cash equivalents	56.1	-19.4	11.6	-29.3	16.1	7.9	6.5
Currency-induced changes in cash and cash	0.0	0.0	0.3	-0.2	0.0	0.0	0.0
Cash and cash equivalents at the start of the period	12.5	68.6	49.1	61.1	31.6	47.8	55.7
Cash and cash equivalents at the end of the period	68.6	49.1	61.1	31.6	47.8	55.7	62.2
Bank overdraft	0.5	0.0	0.2	0.3	0.3	0.3	0.3
Cash and cash equivalents in the balance sheet	69.1	49.2	61.3	31.9	48.1	56.0	62.5

Source: CBS Research AG, Allgeier Holding AG

Research

Schillerstrasse 27 - 29 60313 Frankfurt am Main

Phone: +49 (0)69 – 977 8456-0

Roger Peeters Member of the Board	+49 (0)69 -977 8456- 12 Roger.Peeters@cbseydlerresearch.ag
Martin Decot	+49 (0)69 -977 8456- 13 Martin.Decot@cbseydlerresearch.ag	Igor Kim	+49 (0)69 -977 8456- 15 Igor.Kim@cbseydlerresearch.ag
Anna von Klopmann	+49 (0)69 -977 8456- 10 Anna.Klopmann@cbseydlerresearch.ag	Gennadij Kremer	+49 (0)69 – 977 8456- 23 Gennadij.Kremer@cbseydlerresearch.ag
Daniel Kukalj	+49 (0)69 – 977 8456- 21 Daniel.Kukalj@cbseydlerresearch.ag	Ralf Marinoni	+49 (0)69 -977 8456- 17 Ralf.Marinoni@cbseydlerresearch.ag
Manuel Martin	+49 (0)69 -977 8456- 16 Manuel.Martin@cbseydlerresearch.ag	Felix Parmantier	+49 (0)69 -977 8456- 22 Felix.Parmantier@cbseydlerresearch.ag
Marcus Silbe	+49 (0)69 -977 8456- 14 Marcus.Silbe@cbseydlerresearch.ag	Veysel Taze	+49 (0)69 -977 8456- 18 Veysel.Taze@cbseydlerresearch.ag
Ivo Višić	+49 (0)69 -977 8456- 19 Ivo.Visic@cbseydlerresearch.ag

Institutional Sales

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Phone: +49 (0)69 – 9 20 54-400

Raimar Bock Head of Sales	+49 (0)69 -9 20 54-115 Raimar.Bock@cbseydler.com
Rüdiger Eich	+49 (0)69 -9 20 54-119	Sule Erkan	+49 (0)69 -9 20 54-107
(Germany, Switzerland)	Ruediger.Eich@cbseydler.com	(Sales-Support)	Sule.Erkan@cbseydler.com
Dr. James Jackson	+49 (0)69 -9 20 54-113	Klaus Korzilius	+49 (0)69 -9 20 54-114
(UK)	James.Jackson@cbseydler.com	(Benelux, Germany)	Klaus.Korzilius@cbseydler.com
Stefan Krewinkel	+49 (0)69 -9 20 54-118	Markus Laifle	+49 (0)69 -9 20 54-120
(Execution, UK)	Stefan.Krewinkel@cbseydler.com	(Execution)	Markus.Laifle@cbseydler.com
Michael Laufenberg	+49 (0)69 -9 20 54-112	Bruno de Lencquesaing	+49 (0)69 -9 20 54-116
(Germany)	Michael.Laufenberg@cbseydler.com	(Benelux, France)	Bruno.deLencquesaing@cbseydler.com
Christopher Seedorf	+49 (0)69 -9 20 54-110	Janine Theobald	+49 (0)69 -9 20 54-106
(Sales-Support)	Christopher.Seedorf@cbseydler.com	(Austria, Germany)	Janine.Theobald@cbseydler.com
Bas-Jan Walhof (Benelux)	+49 (0)69 -9 20 54-105 Bas-Jan.Walhof@cbseydler.com

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This report has been prepared independently of the company analysed by Close Brothers Seydler Research AG and/ or its cooperation partners and the analyst(s) mentioned on the front page (hereafter all are jointly and/or individually called the 'author'). None of Close Brothers Seydler Research AG, Close Brothers Seydler Bank AG or its cooperation partners, the Company or its shareholders has independently verified any of the information given in this document.

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• a. CBS holds more than 5% interest in the capital stock of the company that is subject of the analysis.
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In this report, the following conflicts of interests are given at the time, when the report has been published: d, f

CBS and/or its employees or clients may take positions in, and may make purchases and/ or sales as principal or agent in the securities or related financial instruments discussed in this analysis. CBS may provide investment banking, consulting, and/ or other services to and/ or serve as directors of the companies referred to in this analysis. No part of the authors compensation was, is or will be directly or indirectly related to the recommendations or views expressed.

Recommendation System:

Close Brothers Seydler Research AG uses a 3-level absolute share rating system. The ratings pertain to a time horizon of up to 12 months:

BUY: The expected performance of the share price is above +10%. HOLD: The expected performance of the share price is between 0% and +10%. SELL: The expected performance of the share price is below 0%.

Recommendation history over the last 12 months for the company analysed in this report:

Date	Recommendation	Price at change date	Price target
13 March 2012	BUY (Initiating Coverage)	EUR 11.80	EUR 19.00
20 April 2012	BUY	EUR 11.75	EUR 19.00
10 May 2012	BUY	EUR 11.60	EUR 19.00
6 July 2012	BUY	EUR 10.70	EUR 19.00
6 August 2012	BUY	EUR 10.52	EUR 19.00

8 August 2012	BUY	EUR 10.59	EUR 19.00

Risk-scaling System:

Close Brothers Seydler Research AG uses a 3-level risk-scaling system. The ratings pertain to a time horizon of up to 12 months:

LOW: The volatility is expected to be lower than the volatility of the benchmark MEDIUM: The volatility is expected to be equal to the volatility of the benchmark HIGH: The volatility is expected to be higher than the volatility of the benchmark

The following valuation methods are used when valuing companies: Multiplier models (price/earnings, price/cash flow, price/book value, EV/Sales, EV/EBIT, EV/EBITA, EV/EBITDA), peer group comparisons, historical valuation approaches, discounting models (DCF, DDM), break-up value approaches or asset valuation approaches. The valuation models are dependent upon macroeconomic measures such as interest, currencies, raw materials and assumptions concerning the economy. In addition, market moods influence the valuation of companies. The figures taken from the income statement, the cash flow statement and the balance sheet upon which the evaluation of companies is based are estimates referring to given dates and therefore subject to risks.

These may change at any time without prior notice.

The opinions and forecasts contained in this report are those of the author alone. Material sources of information for preparing this report are publications in domestic and foreign media such as information services (including but not limited to Reuters, VWD, Bloomberg, DPA-AFX), business press (including but not limited to Börsenzeitung, Handelsblatt, Frankfurter Allgemeine Zeitung, Financial Times), professional publications, published statistics, rating agencies as well as publications of the analysed issuers. Furthermore, discussions were held with the management for the purpose of preparing the analysis. Potentially parts of the analysis have been provided to the issuer prior to going to press; no significant changes were made afterwards, however. Any information in this report is based on data considered to be reliable, but no representations or guarantees are made by the author with regard to the accuracy or completeness of the data. The opinions and estimates contained herein constitute our best judgment at this date and time, and are subject to change without notice. Possible errors or incompleteness of the information do not constitute grounds for liability, neither with regard to indirect nor to direct or consequential damages. The views presented on the covered company accurately reflect the personal views of the author. All employees of the author's company who are involved with the preparation and/or the offering of financial analyzes are subject to internal compliance regulations.

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It has not been determined in advance whether and in what intervals this report will be updated. Unless otherwise stated current prices refer to the closing price of the previous trading day. Any reference to past performance should not be taken as indication of future performance. The author maintains the right to change his opinions without notice, i.e. the opinions given reflect the author's judgment on the date of this report.

This analysis is intended to provide information to assist institutional investors in making their own investment decisions, not to provide investment advice to any specific investor.

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