EANS-Adhoc: Quanmax AG and S&T System Integration & Technology Distribution AG
reach merger agreement and agree on share exchange ratio
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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.
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03.10.2012
- Merger should be finished in the 4th quarter of 2012
- Share exchange ratio of 1,295 Quanmax shares per share of S&T System
Integration and Technology Distribution AG
- 3 Mio. EUR synergy effects planned in 2013
Linz/Vienna, 3rd October 2012. The executive boards of Quanmax AG, Linz, and S&T
System Integration & Technology Distribution AG, Vienna, have today agreed, with
the approval of their supervisory boards, on a proposed merger agreement, under
which S&T System Integration & Technology Distribution AG will be merged into
Quanmax AG. The share exchange ratio has also been agreed: the shareholders of
S&T System Integration & Technology Distribution AG will receive 259 Quanmax
shares in exchange for 200 S&T shares. For this purpose, Quanmax AG will execute
a capital increase by means of contribution in kind.
To determine the appropriate share exchange ratio, both companies were valued
with the expert help of Dr. Kleeberg & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Munich. The company
values calculated using the Discounted-Cashflow-Method are EUR 8,35 per S&T
share and EUR 6,45 per Quanmax share.
The share capital of Quanmax AG amounts to currently EUR 27,240,659.00,
comprising of 27,240,659 no-par-value bearer shares with an arithmetical share
capital value of EUR 1.00 per share. The share capital of S&T System Integration
& Technology Distribution AG is currently EUR 31,059,582.00 comprising of
15,529,971 ordinary bearer shares (no-par-value shares) respectively registered
shares with an arithmetical nominal value of EUR 2.00.
The calculation of the share exchange ratio is considering the capital increase
of S&T System Integration & Technology Distribution AG which will be executed
before the merger will become effective. The major shareholders Quanmax AG and
grosso holding Gesellschaft mbH are contractually obliged to execute this
capital increase since their investment into S&T System Integration & Technology
Distribution AG in the last year. This capital increase raises the share capital
of S&T System Integration & Technology Distribution AG to EUR 31.059.582,00
which is the relevant value for calculating the exchange ratio.
Merging the two companies and their departments should result in a significant
cost reduction: Savings should amount to EUR 3 Mio. in 2013. Non-recurring costs
of the merger and restructuring costs will amout to less than EUR 1 Mio. and
will not affect planned targets for 2012.
At the same time, the executive boards of Quanmax AG and S&T System Integration
& Technology Distribution AG have signed the joint merger report today. The
draft merger agreement is to be presented to the extraordinary General Meeting
of S&T System Integration & Technology Distribution AG on November 5th 2012 and
to the extraordinary General Meeting of Quanmax AG on November 6th 2012 for
approval. It is planned to close the merger in 2012.
Further inquiry note:
Quanmax AG, Valentin Trummer (+43 732 7664 150)
end of announcement euro adhoc
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issuer: Quanmax AG
Industriezeile 35
A-4021 Linz
phone: +43(732)7664-0
FAX: +43(732)7664-801
mail: kontakt@quanmax.ag
WWW: www.quanmax.ag
sector: Computing & Information Technology
ISIN: AT0000A0E9W5
indexes:
stockmarkets: regulated dealing/prime standard: Frankfurt
language: English