KPS AG — Share Issue/Capital Change 2005

Sep 27, 2005

News Details

Ad-hoc | 27 September 2005 08:53

HAITEC AG:planning figures 2005/2006 //integration of autinform AG

Ad hoc announcement §15 WpHG Mergers&Aquisitions HAITEC AG:planning figures 2005/2006 //integration of autinform AG Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— HAITEC AG reports budget and planning figures for forthcoming fiscal year (01/10/2005 to 30/09/2006) / integration of autinform AG 1. Budget and planning figures for the fiscal year from 01/10/2005 to 30/09/2006 HAITEC AG, Munich, has planned and budgeted the following key figures and financials for the forth-coming fiscal year (01/10/2005 to 30/09/2006). The budget and planning figures are subject to ap-proval at the extraordinary general meeting scheduled to be held in Munich today concerning the inte- gration of autinform AG, Wiesbaden, into the HAITEC Group. Fiscal year 2005/2006 2003/2004 Change Sales revenues EUR ‘000s 28,000 13,310 + 14,690 EBIT EUR ‘000s 1,900 – 4,406 + 6,306 Number of shares as at 01/10 10,589,410 5,364,410 + 5,225,000 2. Integration of autinform AG, Wiesbaden The integration of autinform AG, Wiesbaden, scheduled to take place effective as of 01/10/2005 is to be rendered in the form of a capital increase against a non-cash capital contribution. The appraisal confirms an equity value amounting to EUR 6.3 million; according to an official expert opinion, this results in an enterprise value of EUR 13.2 million. The purchase price amounts to 2.225 million HAITEC shares. End of ad hoc statement. HAITEC AG Munich, 27/09/2005 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 27.09.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: The Board of Directors of HAITEC AG, on the occasion of the Extraordinary General Meeting of the Company in Munich today, will present the details relating to the integration of autinform AG, Wies-baden. The principal shareholder of autinform AG is Bridgepoint Capital Limited, London. At the same time, the budget and planning figures will be announced for the forthcoming fiscal year (01/10/2005 to 30/09/2006). The speeches held at the General Meeting as well as the voting results of the Extraordi-nary General Meeting will be made available in the course of today on the Company’s website, www.haitec.de. Following coordination with the competent supervisory authority, this report was worded in the form of an ad hoc statement. The principal motives for this step are to increase the level of transparency on the capital market and the ability to measure the Company’s corporate perform- ance. In addition, since the announcement of the possible integration of autinform AG into the HAITEC Group, very different assessments have been made in public as to the impact and significance of this transaction for the HAITEC Group in the forthcoming fiscal year, both in terms of sales revenues and earnings figures. In quantifying and publishing the budget and planning data, the Board of Directors is providing interested analysts, journalists and investors with such information for the first time, with all parties being treated on an equal footing. Due to anticipated sales now amounting to EUR 28.0 million for the forthcoming fiscal year, the origi-nal budget and planning figures (excluding the integration of autinform AG) have been raised by 80.6% autinform AG plans to generate EUR 12.5 million in revenues. The share of total sales of HAITEC AG accounted for by autinform AG amounts to 44.6%, and the budgeted EBIT margin of autinform AG to 9.1%. For fiscal 2005/2006, the HAITEC Group as a whole plans to generate positive EBIT amounting to EUR 1.9 million. In fiscal 2003/2005, EBIT of HAITEC AG had still amounted to -EUR 4.4 million. The number of shares as at 01/10/2005 (including the capital increase against a non-cash capital contribution for the acquisition of autinform AG) amounts to 10,589,410. In the table of the ad hoc report, it was only possible for a comparison to be made with fiscal 2003/04 since the current fiscal year ends on 30/09/2005 and no comparative figures are therefore available as yet. The budget and planning figures presuppose that the General Meeting will vote in favor of integrating autinform AG into the HAITEC Group with the required majority. An independent and highly reputable firm of auditors and tax consultants has prepared an independent appraisal as at 27/09/2005 and de- termined that the equity value of autinform AG amounts to EUR 6.3 million. After the earnings value was determined for budgeting and planning purposes on the basis of a dormant holding, the enterprise value of autinform AG amounts to EUR 13.2 million. The agreed purchase price is equivalent to 2.225 million HAITEC shares (capital increase against payment of a non-cash contribution). Repayment of the dormant holding can be effected at the earliest in 2007 by way of a convertible bond issue. At the time of conversion, the sustained value of the dormant holding envisaged for payment as a contribu-tion must amount to at least the value of the convertible bonds to be issued. The exact terms and con-ditions in this regard are available on the website of HAITEC AG under www.haitec.de. Effective as of 01/10/2005, autinform AG will be discharged of all its debts (subject to approval at today’s extraordi-nary general meeting) and integrated into HAITEC AG with positive equity figures. Upon approval by the required majority at the General Meeting, the Board of Directors anticipates significant synergies for the forthcoming fiscal years, particularly in the PLM (Product Lifecycle Man-agement) division. Long- standing customers of HAITEC AG have already indicated that there is de-mand for additional services and know-how of autinform AG for new projects. This confirms that HAITEC customers have been quick to identify the benefits of consolidating the know-how of both companies and now want to utilize this expertise with a view to enhancing their own ability to compete. The consolidation of the two companies holds several advantages in store: for instance, customers stand to make substantial savings in terms of time and costs by integrating the construction world with business management processes. Moreover, this will lead to a reduction of cross-system related inter-faces and ultimately result in essential benefits to the IT environment. Munich, 27/09/2005 End of message (c)DGAP 270853 Sep 05