09/02/2006 Ad-hoc News EN
Christian Steiner
Christian Steiner
SHS Informationssysteme AG takes over VIVEON AG and decides on a capital increase against contribution in kind
SHS Informationssysteme AG / Acquisition
Ad-hoc-Announcement according to § 15 WpHG transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Munich , 9th February 2006 – SHS Informationssysteme AG, which is listed in
the Prime Standard segment of the Frankfurt Stock Exchange (WKN 507240),
today announced the acquisition of VIVEON AG, Munich. The takeover of all
shares of VIVEON AG by SHS AG was agreed today.
VIVEON AG is a leading consultancy firm on the German market in the field
of customer value and customer relationship management (CRM). The
dynamically growing and profitable company recorded sales in excess of EUR
7 million in the 2005 financial year. VIVEON has more than 65 employees.
Its customers include BMW Financial Services, DAB Bank, Danone, E.ON,
E-Plus, Karstadt, O2, Orange, die Sparkassenversicherung und UBS Card
Center. The majority of VIVEON's customers have been utilizing the
company's excellent analytical and customer-value oriented expertise for
several years. The consultancy firm has branch offices in Munich and
Wiesbaden and maintains a subsidiary in Zurich, Switzerland.
The purchase price of EUR 10 million for VIVEON AG will be paid partly in
cash and partly in shares. Furthermore, in the framework of this
transaction an earn-out-regulation for two years was agreed. In this
regard, the sellers can gain an additional purchase price right based on
the development of the VIVEON's results.
In order to finance the share component of the purchase price of VIVEON AG,
the Board of Directors and the Supervisory Board of SHS have decided to
increase the company's share capital from presently EUR 10,336,376.00 by
EUR 983,284.00 to EUR 11,319,660.00 against contributions in kind. A total
of 983,284 no-par value bearer shares will be issued at an issue price of
EUR 3.39 per share (capital increase against contribution in kind). The
new shares will participate in profits as of 1st January 2006. The
statutory purchase rights of the shareholders are excluded. The new shares
will be subscribed to by the previous shareholders of VIVEON AG and will be
subject to a lock-up period of about 25 months after the signature date.
In order to finance the cash component of the transaction, the Board of
Directors and the Supervisory Board of SHS Informationssysteme AG intend to
carry out a subscription rights cash capital increase from authorized
capital. Details with regard to this cash capital increase will be
determined and announced by the Board of Directors and the Supervisory
Board in the next days.
SHS is assuming that the takeover of VIVEON AG will have positive impulses
on the growth in revenues and profits of SHS.
– End of the Ad hoc release –
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Information and Explaination of the Issuer to this News:
Background and strategic objective of the transaction:
SHS Informationssysteme AG is an international market leader in the area of
IT solutions in the credit risk management and customer value management
sector. With its GUARDEAN product, SHS offers a powerful software solution
for the analysis and evaluation of customers, right from their
creditworthiness to their customer value.
By acquiring VIVEON AG, which is one of the leading German consultancy
firms in this sector, SHS supplements its services portfolio in a targeted
fashion. In the future, SHS will cover the entire value chain starting from
strategic consultancy, the IT-integration, the execution of
creditworthiness checks to the customer value analysis. Combining the
systems solutions from SHS and the consultancy competence of VIVEON results
in a unique pooling of credit risk and customer value expertise. With total
sales in excess of EUR 20 million and more than 200 employees in
German-speaking territories alone, SHS underscores its strong market
position in this sector.
Dirk Roesing, chief executive officer of SHS, commented: 'This acquisition
enables us to release further growth potential and strengthen our
international market position. We thus laid the foundation for an important
strategic expansion of our customer base. Our comprehensive portfolio of
products and services has great potential. We can focus increasingly on the
value of customers and enterprises, exactly define and exploit previously
untapped potential, all without incurring any significant risk.'
Stefan Gilmozzi, CEO of VIVEON, commented: 'With VIVEON AG becoming a part
of SHS-Group a combination of excellent consultancy and technology
expertise as basis for a new, manifold service portfolio is created. Our
customers will benefit very quickly and in various ways.'
Munich-based SHS Informationssysteme AG is listed on the Prime Standard
segment of the Frankfurt Stock Exchange and operates a subsidiary in Spain.
The IT services provider focuses on offering customer management and credit
risk management solutions to companies with a broad customer base. In 2004,
the company recorded revenues of EUR 32 million. The customers of SHS AG
include Ingram Micro, Crédit Agricole, T-Mobile, T-Online, Südleasing,
Telefónica, amena, Barclaycard and other international companies in the
information and financial sectors. For more information, see www.shs.de.
Further information:
Wolfgang Brand, SHS Informationssysteme AG, Tel.: +49 – 89 – 747257-0,
e-mail: wolfgang.brand@shs.de,
Christof Kaplanek, HOSCHKE & CONSORTEN Public Relations GmbH, Tel.: +49 –
40 – 369050-38, e-mail: c.kaplanek@hoschke.de
DGAP 09.02.2006
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language: English
emitter: SHS Informationssysteme AG
Fraunhoferstraße 12
82152 Martinsried bei München Deutschland
phone: +49-(0)89-747-257-0
fax: +49-(0)89-747-257-10
email: investor.relations@shs.de
WWW: www.shs.de
ISIN: DE0005072409
WKN: 507240
indexes:
stockmarkets: Geregelter Markt in Frankfurt; Freiverkehr in Berlin-Bremen,
Hannover, Düsseldorf, Hamburg, München, Stuttgart
End of News DGAP News-Service
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