Ad-hoc | 18 March 2004 22:08

Beta Systems acquires majority stake in Kleindienst Datentechnik AG – Part 2/2

Ad-hoc-announcement processed and transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Part 2 of 2 Beta Systems acquires majority stake in Kleindienst Datentechnik AG end of ad-hoc-announcement (c)DGAP 18.03.2004 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: – Formation of an important European IT solution provider for software infrastructure in Enterprise Content Management (ECM) – Creation of a comprehensive ECM solution offer in the fields of input and output management by combination of complementary product portfolios of both companies The field of Enterprise Content Management (ECM) is characterized by high growth potential and a need for consolidation, as shown by the most recent wave of mergers. The Management of Beta Systems believes that the acquisition of Kleindienst creates an excellent platform to significantly strengthen Beta Systems’ competitive position in the growth market for Enterprise Content Management. Market analysts of META Group estimate a growth rate of 15% p.a. in this segment for the next years. Kleindienst, a document management specialist, is a market leader, particularly in the field of input management, encompassing scanning, automatic interpretation and archiving of documents. Beta Systems’ main expertise lies in the field of document distribution, processing and output management. The acquisition expands Beta Systems’ software infrastructure capabilities in the ECM segment by strengthening its product portfolio in input management. Furthermore, it enhances the Company’s ability to provide IT solutions and realize complex projects for customers as a result of complementary products and strategic fit. Bringing the two companies together will combine the strengths of both to create a significant player in ECM: – Beta Systems, together with Kleindienst, will be able to give its customers a perspective to benefit from improved integration of business processes through seamless document logistics and information processes, based on a unified software infrastructure. – Beta Systems, together with Kleindienst, will be one of the few solution providers covering all relevant platforms like Microsoft, Unix, Mainframe and in the Open Source (Linux) environment. – Beta Systems, together with Kleindienst, will be able cover all important European markets geographically. While Beta Systems has a presence in almost all Western European countries through its sales subsidiary network, Kleindienst, in addition to its operations in Germany, has a focus on the growth markets in Central and Eastern Europe. Comments by the Management of Beta Systems and Kleindienst Datentechnik Karl-Joachim Veigel, CEO of Beta Systems Software AG said: “This transaction is an important milestone in our ‘Go Ahead Beta’ program, which focuses on expansion in the coming years. The announcement of this acquisition represents significant progress towards our stated strategy of expanding into the Open Systems Market and systematically broadening our product portfolio. In the interest of our shareholders we expect to achieve an improvement in our company’s valuation as a result of this transaction. Based on the full year results for 2003, the acquisition would create a company with revenues of over 120 million Euro and pre-tax profits of over 8 million Euro. Through the acquisition we belong to the TOP 10 software companies in Germany and we would be one of the largest independent German software providers. This leads to a further improvement of Beta System’s critical mass as a significant European supplier of IT solutions.” Mr. Veigel added: “Kleindienst is currently the German market leader in the field of input management/payment solutions for banks, and this is also an important customer segment for Beta Systems. In recent years, Kleindienst has succeeded in improving its trading profile while at the same time developing technologically sophisticated products. The combination of these two businesses will allow Beta Systems to continue to gain market share in the ECM market, and will create a group that can deliver a far broader range of products, from bespoke customer solutions through to complex ‘Turn Key’ projects. Following the successful conclusion of the transaction, our priority will be to integrate Kleindienst’s profitable and proven business model, to shorten product development times and to realize cost savings.” Robert A. Osterrieth, Chairman of the Supervisory Board of Kleindienst and representative of the selling investor group said: “We fully support the acquisition of Kleindienst by Beta Systems. Following intensive negotiations with the Board of Beta Systems, we are convinced that bringing the two companies together will create better strategic future opportunities for both customers and employees of Kleindienst. We regard the offer price as fair.” Dietmar Breyer, CEO of Kleindienst said: “Both our companies have a strong, organically grown ‘blue-chip’ customer base. Combining Beta Systems and Kleindienst will create a company with an enhanced market position, better able to meet the growing demands of present and future customers, as well as increasing our importance as a strategically important provider of ECM/document management solutions for our customer base.” Conference Call and Press Conference Further details will be made public on March 19, 2004, and will be further explained as part of a conference call and the press conference on annual results with Beta Systems’ Management. The conference call will take place at 11.00 CET under the telephone number +44 (0) 207 019 9504 (access code: “betasystems”). In addition, there will be an instant replay available for 24 hours following the call under +44 (0) 207 784 1024 (access code: 247397#). The press conference on annual results will take place at 13.00 CET at the Company’s headquarter in Berlin. There will be a webcast of this event under http://www.webpk.de/betasystems. Members of the Boards of both Companies will also be available to answer questions on March 19, 2004 at Kleindienst’s stand at the CEBIT in Hanover, hall 1, stand 4k4. End of part 2 of 2 ——————————————————————————– WKN: 522440; ISIN: DE0005224406; Index: Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin- Bremen, Düsseldorf, Hamburg, Hannover und Stuttgart 182208 Mär 04