22.04.2005 – 20:59

Beta Systems Software AG

euro adhoc: Beta Systems Software AG
Mergers - Acquisitions - Takeovers
Beta Systems and Kleindienst determine share exchange ratio for merger

Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.

22.04.2005

Based on company valuations, merger agreement specifies share
exchange ratio of three Beta Systems shares for five Kleindienst
shares

Berlin, April 22, 2005 - Beta Systems Software AG ("Beta Systems")
(BSS, ISIN DE0005224406) and Kleindienst Datentechnik AG
("Kleindienst") (KLD, ISIN DE0006290208) have today agreed the share
exchange ratio for the merger of Kleindienst into Beta Systems. On
this basis, Kleindienst shareholders will receive three Beta Systems
shares for five Kleindienst shares, i.e. 0.6 Beta Systems shares for
each Kleindienst share.

As part of the preparations to determine the share exchange ratio,
the Management Boards of Beta Systems and Kleindienst jointly
mandated PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft,
Frankfurt am Main, to conduct company valuations in accordance with
the Ertragswertverfahren (method of discounted future earnings),
taking into account assets to be valued separately. The
"Ertragswerte" (capitalized earnings values) of the two companies,
which were determined on the basis of the new version of the standard
governing the execution of company valuations (IDW ES1 new version),
as issued by Institut der Wirtschaftsprüfer in Deutschland e.V.,
correspond to EUR20.53 per Beta Systems share and EUR12.29 per
Kleindienst share, including the special asset items. The
appropriateness of the share exchange ratio is currently being
assessed by Warth & Klein GmbH Wirtschaftsprüfungsgesellschaft
("Warth & Klein"), as the independent court-appointed Mergers
Auditor.

End of ad hoc announcement

Information and notes provided by the party issuing this ad hoc
announcement:

Summary of material assumptions applied as part of the analysis

The following table contains a selection of material valuation
parameters and planning assumptions that were applied when
determining the company value of Beta Systems and Kleindienst.

Key data regarding discount rate	
                              Beta Systems Group   Kleindienst Group

Range of period-specific discount rates 
(after typified shareholder income tax, 
before growth rate deduction) 2005-2009	
                                  11.4% - 9.0% 	     8.4% - 8.8%
Base (risk-free) rate before 
typified shareholder income tax        5.0%	        5.0%
Beta factor unlevered	               1.0	        1.0
Market risk premium after typified 
shareholder income tax 	               5.5%	        5.5%
Typified shareholder income tax rate  35.0%	       35.0%
Growth rate from 2010 onward	       1.5%	        1.5%

Underlying estimates for 2005E to 2009E used in valuation	 	 
Revenue 2005E / 2009E (in EURm)	    55.4 / 73.5	      52.1 / 58.2
EBIT 2005E / 2009E (in EURm)	     4.6 / 11.4	       0.7 / 3.9
EBT 2005E / 2009E (in EURm) 	     3.5 / 10.9	       0.7 / 4.1
Earnings after corporate taxes 
2005E / 2009E (in EURm)	             2.9 / 7.0	       0.4 / 3.2
Dividend payout ratio 
2005E / 2009E	                   35.6% / 14.7%	0% / 100%
Typified shareholder income 
tax rate for dividend payments	       35.0%	        35.0%

Terminal value assumptions 2010E et seq.

EBIT (in EURm)	                       7.2	         4.0
EBT (in EURm)	                       7.0	         4.3
Earnings after corporate taxes 
(in EURm)	                       4.4	         2.8

Special asset items of Kleindienst Group		
Investment in DS Dokumenten Service Holding 
GmbH (after accounting for tax effects) (in EURm)	 9.1
Assets not required for operations (in EURm)		 6.4		
Special asset items of Beta Systems Group		
Investment of Beta Systems 
in Kleindienst AG (in EURm)            43.9

Beta Systems and Kleindienst intend to have the merger agreement
officially recorded in the near future.

The shareholders of both companies will vote on the merger agreement
at the General Meeting of Shareholders to be held by Beta Systems on
June 14, 2005, and by Kleindienst on June 13, 2005. Effective from
the date on which the respective Annual General Meetings are convened
to vote on the merger, the merger agreement, the joint merger report
and the audit report of the court-appointed Mergers Auditor Warth &
Klein, as well as all other requisite documents, will be available
for inspection, and a copy of the aforementioned documents will be
forwarded free of charge to the shareholders of both companies upon
request. Further information regarding the merger can be accessed
online at www.betasystems.de/verschmelzung in the near future.

End of announcement

Important legal disclaimer

The computation of a company valuation in accordance with the
"Ertragswertmethode" is an extremely complex process that cannot be
fully explicated by means of analyzing the individual steps involved
or by providing a summary description. The valuation analyses
performed by the Management Boards with the assistance of
PricewaterhouseCoopers are not necessarily indicative of the future
results or current values derived in accordance with other valuation
methods, which may be significantly higher or lower than those
expressed in this ad hoc announcement.  The valuations involved
numerous judgments and assumptions with regard to industry
performance, general business, economic, competitive, market, and
financial conditions, many of which are beyond the control of the
companies, as well as judgments, assumptions, and details regarding
items such as the "base (risk-free) rate", "beta factor", "market
risk premium" and "typified shareholder income tax rate for dividend
payments", "dividend payout rate", "debt-to-equity ratio" and
"terminal value", which involved the exercise of discretion by the
Management Board. Further information regarding the computation of
company values will be provided in the merger report and the audit
report of the court-appointed Mergers Auditor.

This announcement contains forward-looking statements based on
current assumptions and forecasts by the management of Beta Systems
and Kleindienst. Although these assumptions and forecasts are based
on prudent commercial judgment, there can be no assurance that the
expectations expressed therewith are correct or will materialize. The
assumptions and forecasts contained herein may be subject to risks or
uncertainties which could cause actual results or outcomes to differ
materially from those expressed in the assumptions and forecasts.
Factors that may cause actual results to differ materially are, among
others, changes in economic conditions and the business-related
environment, changes in exchange rates and interest rates,
introduction of competing products, lack of demand for or interest in
new products or services, as well as changes with regard to the
Company’s strategy. Beta Systems disclaims any obligation to update
any forward-looking statements to reflect subsequent events or
circumstances. Statements made with regard to the company values
computed on the basis of the standards set out in "IDW ES 1 new
version" do not constitute a forecast or assumption as to the future
share price performance of Beta Systems or Kleindienst.

As of the date on which the General Meeting of Shareholders is
convened, shareholders can obtain the merger-specific documents from
Beta Systems Software AG, Investor Relations, Alt-Moabit 90d, 10559
Berlin, Germany.

Beta Systems Software AG, Berlin, Germany
Beta Systems Software (Prime Standard: BSS on the German stock
market) is a leading provider of high-performance enterprise
solutions which enable companies to improve the efficiency of their
business processes in the areas of Identity Management, Enterprise
Content Management, Scheduling and Storage Management. Beta Systems’
core skills are centered on developing automated solutions that
reduce costs and qualitatively optimize the processing of large
quantities of data in z/OS, Unix, Linux and Windows environments.

Beta Systems has been listed on the stock market since 1997, has 800
employees (as of April 2005) and operates worldwide through 15 own
subsidiaries and through several corporate partners. IT service
providers and large financial services and insurance companies are
among Beta Systems’ customers, as are enterprises in the areas of
trade, industry, telecommunications, logistics and energy supply, and
public authorities. For further information, please visit our website
at www.betasystems.com

end of announcement                    euro adhoc 22.04.2005 20:19:53 

Contact:

Investor Relations
Arne Baßler
Beta Systems Software AG
Tel.: (030) 726 118 -170
Fax: (030) 726 118 - 881
e-mail: arne.bassler@betasystems.com

Branche: Software
ISIN: DE0005224406
WKN: 522440
Index: Prime Standard, CDAX, Prime All Share, Technologie All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bremer Wertpapierbörse (BWB) / free trade