Ad-hoc | 29 November 2001 08:00

Openshop Holding AG english

Openshop and USU joining forces Ad-hoc-announcement processed and transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Openshop and USU joining forces Ulm, 29 November 2001 Openshop Holding AG, Ulm, and USU AG, Möglingen, intend to merge their business activities. To this end, before the end of the year, Openshop Holding AG will present a voluntary takeover bid in accordance with the Takeover Code in a ratio of 5:7. That means that USU shareholders will receive 7 Openshop shares for 5 USU shares. This offer has been checked with the Takeover Commission and already approved with respect to the exchange ratio. The majority shareholder Udo Strehl will agree with this exchange offer. The exchange ratio is fair and appropriate in the opinion of the Board of Management of USU AG. It includes a premium of around 33% on the average XETRA closing price of USU AG during the last three months. As a result of this merger, the companies will create the preconditions for a marked expansion of their market position in the core activity of e-business. Openshop will thus gain access for its new e-business platforms to customers of USU. Openshop customers profit from USU’s IT controlling and e-business integration services. USU AG has built up a wide basis of customers in the area of e-business integration in the segment of the top 1000 companies. Additional growth perspectives will be opened up as a result of the bringing together of these solutions with the successful knowledge management products of USU AG. Furthermore, within the next 12 to 18 months, considerable cost synergies can be realized. In the 3rd quarter of 2001, the Openshop Group’s sales according to US-GAAP amounted to around 0.7 mill. Euro (3.6 mill. Euro in the first 9 months of 2001). The volume of orders on hand on 30.9.2001 showed a significant increase compared to the previous months at 1.6 mill. Euro. The deficit in the 3rd quarter was 4.5 mill. Euro, or 15.7 mill. Euro in the first 9 months of the 2001 fiscal year. For this reason, further cost-saving measures were resolved and initiated in recent weeks with a reduction in personnel of around 30%. As of 30.9. a total of 165 persons were employed. The company still to have a comfortable provision of liquid funds of 66.7 mill. Euro at the end of the reporting period and a solid equity ratio of around 94%. At the end of the contract period on 31.12. 2001, Peter Kühl, financial director of Openshop Holding AG, will leave the company and become financial director of febit AG in Mannheim. It is planned to entrust the function of financial director in the planned new corporate structure to Bernhard Oberschmidt (CFO USU AG). Further information will be provided by the companies at a joint press conference at 11.00 hrs. today in Frankfurt am Main, Japan Center, Taunustor 2. Contact: Tanja Schneider (IR), openshop Holding AG Tel.: ++49(0) 731 1553-355 e-mail: t.schneider@openshop.com http://www.openshop.com Annette Fischer (IR), Openshop Holding AG Tel.: ++49(0) 731 1553-370 e-mail: a.fischer@openshop.com http://www.openshop.com end of ad-hoc-announcement (c)DGAP 29.11.2001 ——————————————————————————– WKN: 780470; Index: Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart 290800 Nov 01