KPS AG — M&A Activity 2005

Jun 15, 2005

News Details

Ad-hoc | 15 June 2005 21:54

HAITEC AG signing contract to take over autinform AG, Wiesbaden

Ad hoc announcement §15 WpHG Mergers&Aquisitions HAITEC AG signing contract to take over autinform AG, Wiesbaden Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— HAITEC AG signing contract to take over autinform AG, Wiesbaden On June 15, 2005, the Management Board of HAITEC AG, Munich, signed an investment and transaction contract with Bridgepoint Capital Ltd., London, a leading European private-equity investment company. Among other things, HAITEC AG intends to acquire from Bridgepoint Capital Ltd., London 100% of the capital of the autinform Group companies, comprising autinform AG and its direct and indirect subsidiaries, and to integrate these as independent subsidiaries in HAITEC AG. The contract is still awaiting the approval of the supervisory bodies of the respective parties. The extraordinary annual general meeting of HAITEC AG required to approve this transaction will be held in September 2005, with an invitation to be issued in the near future. autinform AG possesses special knowledge in designing business processes and implementing SAP systems and, with a current headcount of roughly 105, generated revenues of EUR 20.2 million last fiscal year (2004). This acquisition will increase HAITEC AG’s forecast group revenues to around EUR 32.0 million next fiscal year, i.e. roughly double the previous forecast for fiscal 2005/2006 (October 1, 2005 – September 30, 2006). The transaction is expected to be closed by October 1, 2005, the first day of HAITEC AG’s new fiscal year. autinform AG is to be transferred to HAITEC AG in the form of a non-cash capital increase in return for the issue of 2.225 million new HAITEC shares. As a result, Bridgepoint Capital Ltd., London, as the key seller of the autinform shares will become a new principle shareholder of HAITEC AG and, after the completion of the transaction as planned hold over 20 percent of its issued capital. The new shares will be subject in full to a voluntary lock-up period of 18 months. A company affiliated with Bridgepoint Capital Ltd., London, will acquire a dormant share in autinform AG at a nominal value of approx. EUR 6.8 million on the date on which autinform AG is transferred to HAITEC AG. This dormant share will have a term of over five years and possess an equity-like character in accordance with German GAAP as well as IAS/IFRS accounting. HAITEC AG will issue a zero-coupon convertible bond with a term of 18 months equaling the repayment claim. The conversion right may not be exercised before April 1, 2007. The number of conversion-entitled shares will equal the quotient of the value of the dormant share on the date on which the conversion right is exercised and the current price of HAITEC AG stock. If the dormant share is no longer required in 18 months and is repaid by the date of conversion, there will be no conversion. In addition, the Management Board of HAITEC AG today resolved to conduct a cash capital increase of up to 2.0 million shares with subscription rights for HAITEC shareholders using the capital authorized by the shareholders at the annual general meeting held on May 18, 2005. New shares will be issued on a 4- for-13 basis. Subscription right trading will be permitted. The proceeds will be used solely to strengthen HAITEC AG’s working capital and to cover the cost of integrating the autoinform Group in the HAITEC Group. This Management Board resolution still requires the approval of HAITEC AG’s Supervisory Board. HAITEC AG Munich, June 15, 2005 The Management Board End of the adhoc bulletin. HAITEC AG Alois-Wolfmüller-Straße 8 80939 München Deutschland ISIN: DE0006005200; DE000A0AYX72 WKN: 600520; A0AYX7 Listed: Geregelter Markt in Frankfurt (General Standard); Freiverkehr in Berlin-Bremen, Düsseldorf, Hamburg, München und Stuttgart End of ad hoc announcement (c)DGAP 15.06.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: Notes: autoinform AG possesses skills and expertise which ideally supplement and complement HAITEC AG’s own expertise particularly in the PLM (product lifecycle management) area. The integration of autinform will give rise to new unique selling points and extend the Company’s value chain substantially. In addition, it will be possible to tap new customer groups as there is little overlapping in the respective customer bases of autoinform AG and HAITEC AG. Significant synergistic benefits are expected to be harnessed in the coming fiscal year, resulting in economies of scale and an improved cost/sales ratio. Over many years, HAITEC AG has amassed extensive PLM knowledge for the design, planning, creation and analysis of process chains, the development and implementation of method models as well as training in many areas of the processing industry. As a result of the acquisition, it will be possible to integrated engineering and designing aspects in production and management processes. autoinform AG has many years of experience in consulting, software development and IT services with special skills in sourcing and supplier management, internal enterprise management processes (ERP), information management (document management, business intelligence, portals) and customer relationship management (CRM). autoinform AG is a long-standing SAP consulting partner and has several special expertise partnerships with SAP. HAITEC AG has detailed specialist knowledge in the product design and engineering areas. To this very day, numerous renowned OEMs around the world complain of inadequate or insufficient communications interfaces between design levels and management processes on the production and manufacturing levels. The new communications network will offer OEMs many benefits including time savings, quality and efficiency gains particularly as a result of optimized ordering and storage as well as cost savings. By taking this step, HAITEC AG is not only extending its market position for the future but also strengthening customer relations. With the new concept and the links with the ERP/SAP world now rendered possible, HAITEC AG will be covering all levels of a products life cycle from the initial sketch and design phase to simulation, production, further development and monitoring of ongoing operations . HAITEC AG Munich, June 15, 2005 The Management Board More information available on the Internet at: http://www.haitec.de http://www.autinform.de http://www.bridgepoint-capital.de End of message (c)DGAP 152154 Jun 05