Software AG Announces Tender Offer for IDS Scheer

07/13/2009

Software AG (TecDAX, ISIN DE 0003304002 / SOW) today closed a contract with Prof. Dr. Dr. h.c. mult. August-Wilhelm Scheer and Prof. Dr. Alexander Pocsay for the transfer of ca. 48% of the outstanding shares of IDS Scheer (TecDAX, ISIN DE 0006257009 /IDS). The sale of these shares will be part of a public tender offer by SAG Beteiligungs GmbH, a wholly-owned subsidiary of Software AG, starting in the current quarter. Software AG will offer €15 in cash per outstanding share of IDS Scheer capital.



ebizQ received the following:

This represents a purchase price for the entire share capital of around €487 million. After obtaining regulatory approval, the formal offer period will start in August and finish before the end of September. As ca. 48% of the shares have been contractually secured it is not necessary to set a minimum quota.

The term and conditions of the offer for outstanding shares will be detailed in the offer document. The offer is subject to the approval of the relevant antitrust authorities. Prof. Scheer, the founder and Chairman of the Supervisory Board of IDS Scheer AG, and Prof. Pocsay, co-founder and Vice Chairman of the Supervisory Board of IDS Scheer AG, have committed themselves to accepting the offer for all of their IDS Scheer shares.

The transaction will create a global producer of infrastructure software And Business Process Management software with more than 6,000 employees and more than €1 billion in revenue. Software AG’s strengths: technology leadership in middleware software, financial strength and a global presence will complement IDS Scheer’s strengths: the modeling, implementation and controlling of business processes, a strong partner network and a large service presence in their approx. 7,500 customer base. IDS Scheer also offers extensive industry expertise and direct access to vertical markets and a strong presence in the SAP consulting business.

The combination of both leading technologically and complementary product portfolios for the digitization and implementation of business processes of both companies will be unique and give the combined company a sustainable and strengthened competitive position in a rapidly consolidating software market. In particular, by reaching a critical size in more key European markets, the company market access will be significantly improved. In addition, the consulting expertise of IDS Scheer will allow Software AG to increase market penetration of its own products in industry-specific and large projects. Software AG will benefit from increased visibility and influence in the growing market for Business Process Management (BPM) technology. The merger will also create a new powerful service provider for the integration of SAP solutions in heterogeneous application landscapes. This will provide efficient, web-based IT systems providing customers a real competitive advantage. The integration and re-use of existing software on the basis of service-oriented Architectures (SOA) allows customers to digitalize their business processes and provides a quantum leap in productivity.

The joint company strategy will be clearly focused on growth. The growth drivers will be increased revenue of the combined product offering, an enhanced market access and the specialist expertise of IDS Scheer's consultancy business. This consulting expertise will benefit customers-specific implementation of service-oriented Architectures (SOA) and BPM solutions, particularly in an SAP environment. The combination of the two successful business models is expected to be accretive to Software AG’s operating earnings per share already in the first full fiscal year of consolidation (2010).

For IDS Scheer business, the merger provides opportunities for enhanced growth, for the long-term future and globalization of the ARIS brand as well as a secure, long-term future in a consolidating software market. Both companies have strong brands, an excellent global reputation and a high degree of cultural affinity. Both IDS Scheer and Software AG employees will have the opportunity to work for a large, rewarding company; the technology leader in infrastructure and process management software with long-term and international career opportunities. Software AG is confident that IDS Scheer management and the entire workforce will support this initiative. Saarbrücken is today an important location for the IT industry in Germany and will remain so.

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