EANS-Adhoc: Software AG
Software AG reports on the current status of the
valuation process in relation to the merger of IDS Scheer AG into Software AG
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
Valuation of the companies
26.04.2010
In connection with the contemplated merger, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, having been retained by Software AG and IDS Scheer AG, has determined the anticipated values (capitalised earnings value (Ertragswert) plus special values (Sonderwerte)) of Software AG and IDS Scheer AG as of 8 July 2010 (date of the general meeting of IDS Scheer AG) based on the "Principles for the Performance of Business Valuations (IDW S 1 as of 2008)" (Grundsätze zur Durchführung von Unternehmensbewertungen (IDW S 1 i.d.F. 2008)) as follows:
Software AG: enterprise value million EUR 3,934.2; value per Software AG-share EUR 138.96 IDS Scheer AG: enterprise value million EUR 540.3; value per IDS Scheer-share EUR 16.74.
The valuation is preliminary and may change, in particular (without limitation) if, until completion of the valuation process, significant valuation parameters such as the market environment, the economic situation of the companies or the interest level unexpectedly change significantly. This announcement does not contain any statement with regard to an expected result of the merger audit by the court appointed auditor whose audit has not yet been completed.
Today, the Management Board of Software AG has discussed the current status of the valuation process and takes the view that significant changes are not to be expected. The Management Boards of both companies presently intend to conduct the negotiations regarding the merger exchange ratio based on the values of the companies as determined in accordance with IDW S 1. The final decision of the Management Board and the Supervisory Board of Software AG on the merger based on the final valuation and the results of the negotiations with IDS Scheer AG will be taken presumably end of May 2010.
The Management Board of Software AG will provide further information on the contemplated merger at the occasion of the publication of the first quarter results of the business year 2010 at the press conference (27 April 2010, 11:00 CEST in German) and at the analyst conference (27 April 2010, 13:00 CEST in English).
Dial-in details for the analyst conference are published on the website of Software AG at http://www.softwareag.com/corporate/inv_rel/ircalendar/default.asp.
end of announcement euro adhoc
Further inquiry note:
Otmar F. Winzig
VP Investor Relations & Compliance
Tel.: +49 (0) 6151 92-1669
E-Mail: otmar.winzig@softwareag.com
Branche: Software
ISIN: DE0003304002
WKN: 330400
Index: TecDAX, CDAX, HDAX, Prime All Share, Technology All Share
Börsen: Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
Frankfurt / official dealing