euro adhoc: D+S europe AG
Mergers - Acquisitions - Takeovers
Ad hoc release
pursuant to §15 WpHG
D+S europe AG: dtms Takeover Concluded
Capital Base Restructured
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
26.07.2005
Hamburg, 26. Juli 2005. D+S europe AG (ISIN DE0005336804) has successfully concluded the acquisition of dtms - Deutsche Telefon- und Marketing Services AG. With the conclusion of todays agreement (closing), D+S europe AG acquired all shares of dtms AG. This represents the acquisition of one of the countrys largest providers of added-value solutions in the area of service and customer-care telephony at attractive conditions. At the same time, D+S has attracted a new American investor, Avenue Capital Group, London.
The Avenue Capital Group subscribed to over 2.3 million shares in the context of the capital increase concluded on Wednesday and also committed itself to a one year lock-up of these shares. In addition, Avenue Capital participated in the third-party financing of the acquisition with an eight-figure loan with a term of 6.5 years. The Avenue Capital Group now plans to accompany D+S europe AG over the long terms as the companys second-largest shareholder and therefore also intends to assume a seat on the supervisory board. DAH Beteiligungs GmbH, which is held by family members of SAP co-founder Dietmar Hopp and has increased its interest to 2,715,000 shares by exercising drawing rights, remains the largest shareholder of D+S europe AG.
D+S europe AG today also ratified has an additional capital increase by way of cash contributions of up to 1,470,200 shares as well as a capital increase by way of contribution in kind of 3,114,385 shares (issue price of the new shares EUR 4.05 per share) from authorized capital with no drawing rights. As was announced on the occasion of the dtms acquisition, the capital increase by way of contribution in kind is intended primarily to finance the purchase of the shares of management of dtms AG, including performance-based components occurring in the future.
The share capital of D+S europe AG was increased to a total of EUR 29,342,172. At a quoted price of over EUR 4.20, the market capitalization of D+S europe AG thus exceeded EUR 120 million (EUR 52.2 million as of Dec. 31, 2004). As a result, D+S europe AG plans to be admitted to the S-DAX this year.
With the acquisition of dtms AG, which will be consolidated as of July 1, D+S europe AG expects to end the current year with gross revenues, including payments received for services in advance, in the amount of EUR 185 million (2004: EUR 51.6 million) with corresponding gross revenues of approximately EUR 330 million targeted for 2006.
The earning power of dtms AG will also have a very positive effect on the earnings of D+S europe AG. With EBITDA of EUR 14.5 million planned for 2005 (2004: EUR 3.3 million), the group expects to end the year 2006 with EBITDA in the amount of EUR 28 million. At the same time, operating EBIT is expected to increase from EUR 0.7 million for 2004 and EUR 9.2 million for 2005 to EUR 18.5 million in the year 2006. Projections call for earnings per share to go from EUR 0.20 in 2005 EUR 0.38 in the year 2006.
end of announcement euro adhoc 26.07.2005 16:23:50
Further inquiry note:
For further information, please contact:
D+S europe AG, Kapstadtring 10, 22297 Hamburg
Investor Relations, Telephone: +49.40.4114-3331
investor-relations@dseurope.ag
www.dseurope.ag
Branche: Media
ISIN: DE0005336804
WKN: 533680
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