Corporate | 3 February 2004 07:30

G & D plans majority stake in secunet – secunet to take over Secartis AG

Corporate-news announcement sent by DGAP. The sender is solely responsible for the contents of this announcement. ——————————————————————————– Giesecke & Devrient plans acquisition of majority stake in secunet AG – secunet to take over Secartis AG – G&D expands solutions business in IT security segment – secunet reinforces position as leading IT security services provider – Pooling of competencies strengthens Germany as industrial base [Essen/Munich, Germany, 3 February 2004] International technology group Giesecke & Devrient (G&D) is seeking to purchase a majority interest in listed company secunet Security Networks AG, headquartered in Essen, Germany. The relevant agreements were signed yesterday by the parties involved. These provide for an initial acquisition by G&D of a total of 47 per cent of secunet’s shares, while at the same time secunet will take over 100 per cent of the shares of G&D subsidiary Secartis AG. The parties have agreed not to disclose the financial details of the transactions. Subject to regulatory approval, G&D will initially take over the secunet share package owned by T-Systems International GmbH (25 per cent plus 1 share), as well as acquiring a further approx. 22 per cent from the former secunet majority shareholder RWTÜV AG, resulting in a total stake of approx. 47 per cent. With a holding of approx. 30 per cent, RWTÜV will remain a major stakeholder in secunet. Free float is currently at approx. 21 per cent. Aiming to acquire a majority of secunet’s shares, G&D intends to make a public takeover offer to the minority shareholders, probably at the end of February, corresponding to the average share price over the previous three months. secunet will continue to be operated as a quoted company. Parallel to this transaction, secunet is to take over and integrate 100 per cent of the G&D subsidiary Secartis AG, which also specializes in IT security solutions. This purchase is subject to approval by the anti-trust authority. As a result of the takeover, secunet’s workforce will increase by 45, to a total of 220. The union will create an organization with annual revenues in the magnitude of EUR 25 to 30 million. “The planned acquisition of a majority stake in secunet AG means that G&D will substantially expand its activities in the field of IT security services. Together we will be extremely well positioned, and as leading providers of IT security solutions able to exploit the massive potential of this market,” commented Willi Berchtold, Chairman of the Board of Directors at Giesecke & Devrient. “The transactions will strengthen secunet’s position on two counts,” said Dr. Rainer Baumgart, Chairman of secunet Security Networks AG’s Management Board. “Firstly, secunet and Secartis ideally complement each other, so that secunet will benefit from marketing Secartis’ smart card expertise. And secondly, the G&D Group’s international sales structure will unlock additional market opportunities for secunet’s products and services.” RWTÜV AG to remain a major shareholder of secunet RWTÜV AG will still hold around 30 per cent of secunet’s shares in future. Prof. Dr. Werner Hlubek, Chairman of the Management Board of RWTÜV e.V. and Chairman of secunet’s Supervisory Board, commented: “RWTÜV is releasing the majority interest in secunet into new hands. As we see it, the new line-up is opportune and will provide secunet with an excellent foundation for further growth. Secunet was spun off from the RWTÜV Group (then TÜV-Mitte) in 1997. In view of this history, we are interested in retaining shares in secunet and participating in the company’s future growth.” T-Systems will continue co-operating with secunet “Secunet has delivered major services to Deutsche Telekom and T-Systems in recent years. These include, for instance, setting up our T-Telesec Trust Center in conformance with the digital signature law. We will be continuing this form of co operation regardless of the altered ownership circumstances,” stressed Konrad F. Reiss of the Management Board of T-Systems International GmbH, Deutsche Telekom AG. T-Systems only acquired the share package of 25 per cent plus one share from Deutsche Telekom AG at the beginning of 2003. Deutsche Telekom AG purchased its stake in secunet in September 1999, shortly before secunet went public on November 9, 1999. Concentration of IT security solutions competencies will strengthen Germany as an industrial base The deal with G&D as new shareholder of secunet will send out a strong signal as regards the IT security sector in Germany. Experts estimate the current market volume for IT security services in Germany at EUR 1.3 billion, with good prospects for further growth. The demand for single-source solutions is particularly strong. Berchtold noted: “Due to major advances in IT security, Germany has acquired a genuine technological lead for the first time in years. The union of secunet and Secartis will further strengthen German industry’s competence in this field.” Strengths and expertise of the two IT security service providers secunet is a leading European service provider in the field of highly complex IT security systems, covering the complete spectrum of IT security requirements. Clients receive analysis, consulting, concepts, implementation, training and after-sales service all from a single source, with special focus on Public Key Infrastructures (PKI), Virtual Private Networks (VPN), and Security Management. secunet is particularly strongly positioned due to the Secure Inter-Network Architecture (SINA) system it developed jointly with the German Federal Office for IT Security. SINA ensures highest-level confidentiality (certified up to STRENG GEHEIM-(Top Secret)) in virtual private networks, and is deployed e.g. by the German Foreign Office for secure networking of all German embassies worldwide. Like secunet, Secartis, established by G&D at the beginning of 2000, specializes in building security into electronic enterprise and business processes. It offers end-to-end solutions, from consulting through conceptualization and implementation to security for outsourced processes. Secartis will contribute its expertise in smart card technology, plus the experience gained in large- scale international projects, to the new organization. The company played an advisory role during introduction of the Taiwanese health card and the ID card in Macau. Secartis currently supports a number of projects in the German e- government sector. secunet and Secartis have been working together in the Data Security Competence Center of the BundOnline2005 initiative since 2002. For further information please contact: Dr. Jörg Chittka, Head of IR/PR & Marketing, secunet Security Networks AG, Im Teelbruch 116, 45219 Essen, Germany, Telefon: +49 (0)2054 123 127, Fax: +49 (0)2054 123 456, Email: presse@secunet.com Andrea Bockholt, Press Manager, Giesecke & Devrient GmbH, Prinzregentenstr. 159, 81607 Munich, Germany, Telefon: +49 (0)89 4119 2422, Fax: +49 (0)89 4119 2020, Email: andrea.bockholt@de.gi-de.com end of message, (c)DGAP 03.02.2004 ——————————————————————————– WKN: 727650; ISIN: DE0007276503; Index: Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 030730 Feb 04