Software AG publishes official document for takeover of IDS Scheer AG
- Software AG today published the document for a voluntary public tender offer made to shareholders of IDS Scheer AG
- The tender offer is for €15 per share in cash
- The acceptance period begins today and ends at midnight on September 18, 2009
- Software AG has already secured some 62 percent of IDS Scheer shares
- The takeover will establish a new global player for infrastructure software and business process management
Darmstadt, Germany, 8/17/2009
With the publication of the official takeover offer document, which as been approved by the German Financial Supervisory Authority (BaFin), the official acceptance period for the takeover offer made to shareholders of IDS Scheer AG begins today. According to the offer, IDS Scheer shareholders can sell their shares for €15 in cash. This represents a purchase price for the entire share capital of about €490 million.
Software AG (TecDAX, ISIN DE 0003304002 / SOW) today published the offer document for a voluntary public tender offer made to shareholders of IDS Scheer AG (TecDax, ISIN DE 0006257009 IDS). The formal acceptance period begins with the publication of the offer today and ends September 18, 2009 (at midnight, Central European daylight-savings time (CET DS).
Software AG intends to buy all outstanding IDS Scheer AG shares in cash at €15 per share, which represents a purchase price for the entire share capital of about €490 million. The tender offer was made by SAG Beteiligungs GmbH, a wholly-owned subsidiary of Software AG, to all shareholders of IDS Scheer AG.
The offer is pending fulfillment of a minimum quota of some 48 percent and approval of the merger by the German Federal Cartel Office.
Professor Scheer, chairman of the supervisory board, founder and majority shareholder of IDS Scheer AG, and Professor Pocsay, deputy chairman of the supervisory board of IDS Scheer AG, have contractually agreed to accept the offer for their shares, which together represent approximately 48 percent of IDS Scheer share capital. This ensures the required minimum quota. With the 14.5 percent of IDS Scheer shares already held by SAG Beteiligungs GmbH, Software AG has thus secured some 62 percent of IDS Scheer shares. No additional conditions are expected with regard to the Federal Cartel Office’s approval. Software AG therefore expects that the takeover can be completed immediately following the end of the acceptance period.
The transaction will create a provider of global infrastructure and business process management with more than 6,000 employees and over one billion euros in revenue. Software AG’s strengths – technology leadership in middleware products, financial power and a global presence - and IDS Scheer’s expertise in analytics and modeling and business process controlling, its solid partnerships and sophisticated service with 7,500 customers will be excellent complements to each other. IDS Scheer also brings to the table profound industry-specific know-how, direct access to vertical markets such as automotive, defense & security, healthcare, financial services, high tech, and telecom & utilities. They also enjoy a strong position in the SAP consulting business.
Further information on the offer:
The offer document and other information on the offer can found in German on the Internet at http://www.softwareag.com/de/ir/default.asp. A legally non-binding English translation of the offer document and other information are available at http://www.softwareag.com/corporate/inv_rel/default.asp.
Copies of the offer document and the non-binding English translation are also available free of charge at the administrating office, Deutsche Bank AG, Junghofstraße 5 - 9, 60311 Frankfurt am Main. Orders can be placed by phone at +49 (0)800 2130218 (toll free in Germany) or +1 800 3474750 (toll free in the U.S.) or by fax at +49 (0)69 910-38794 or by sending an e-mail to: firstname.lastname@example.org.
Software AG | Uhlandstraße 12 | 64297 Darmstadt | Germany
Software AG is the world’s largest independent provider of Business Infrastructure Software. Our 4,000 global enterprise customers achieve business results faster by modernizing, integrating and automating their IT systems and processes. As a result, they rapidly build measurable business value and meet changing business demands. Based on our solutions, organizations are able to liberate and govern their data, systems, applications, processes and services – achieving new levels of business flexibility.
Our leading product portfolio includes solutions for high performance data management, developing and modernizing applications, enabling service-oriented architecture, and improving business processes. By combining our technology with industry expertise and best practices experience, our customers improve and differentiate their businesses – faster.
Software AG has 40 years of global IT experience and over 3,500 employees serving customers in 70 countries. The company is headquartered in Germany and listed on the Frankfurt Stock Exchange (TecDAX, ISIN DE 0003304002 / SOW). Software AG posted total revenues of €721 million in 2008.
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