EANS-Adhoc: Software AG announces a merger of Software AG and IDS Scheer AG as well as the repurchase of own shares
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.
03.02.2010
I. Merger of Software AG and IDS Scheer AG
Software AG intends to merge IDS Scheer AG (TecDAX, ISIN DE 0006257009 / IDS) into Software AG in accordance with the provisions of the German Transformation Act (Umwandlungsgesetz - UmwG) in the business year 2010. Today, the Management Board of Software AG has informed the Management Board of IDS Scheer AG of this plan, proposing that the shareholders' meeting of IDS Scheer AG should vote on the merger in the middle of this year. In response to such information, the Management Board of IDS Scheer AG confirmed that it will commence discussions with Software AG about the plan in the short term. The exchange ratio for shareholders of IDS Scheer AG will be determined after the valuations of the enterprises of Software AG and IDS Scheer AG have been completed. Following the successful tender offer of August 2009, a merger of IDS Scheer AG and Software AG will complete the integration of both companies to form a global provider of infrastructure software and business process management software with more than 6,000 employees and over 1 billion Euros in sales. The integration will sustainably strengthen the competitive position of Software AG.
II. Acquisition of own shares by Software AG
The Management Board of Software AG today further decided, with the consent of the Supervisory Board, to repurchase up to 400,000 no par value shares of the company (i.e., approximately 1.4 percent of the share capital) via the stock exchange. The repurchase will be implemented on the basis of the authorisation granted by the shareholders' meeting of 30 April 2009 to acquire own shares and will take place between 4 February 2010 and 14 May 2010. The above period may be terminated at any given time prior to 14 May 2010. Software AG intends to use all or part of the repurchased shares for the purpose of implementing the measure announced under No. (I) above. Software AG currently does not hold own shares. The repurchase will be implemented under the lead of a bank which, within the framework of the aforementioned decision, will decide on the time of the purchases independently and without any influence from Software AG. Moreover, the bank will be under the obligation to implement the repurchase of the shares via the stock exchange taking into account the resolution of the shareholders' meeting of 30 April 2009 and the requirements set forth in Art. 5 paragraphs 1) and 2) of Regulation (EC) No. 2273/2003.
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