ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
Sale of all the shares of Beta Systems ECM Solutions GmbH, Augsburg, and other assets to BancTec GmbH, Langen Extensive impact on the financial performance, asset and financial position 2010 Start of repositioning Beta Systems as an infrastructure software supplier
Berlin, June 3, 2010 - Beta Systems Software AG (BSS, ISIN DE0005224406) has today sold its Enterprise Content Management (ECM) Line of Business (LoB) to the BancTec Group. In its extraordinary meeting which took place yesterday, the Supervisory Board authorized the Management Board to conclude the negotiations. The purchase agreement pertaining to the takeover of 100% of the shares in Beta Systems ECM Solutions GmbH, Augsburg, was signed today with BancTec GmbH, Langen, and BancTec, Inc., Dallas, Texas/USA. At the same time, the assets assigned to this LoB in the USA and Austria were to be sold to the BancTec Group. The completion of the sale is to take place swiftly. Confidentiality has been agreed by both parties in respect of further details of the purchase agreement.
Extensive impact on the fiscal year 2010 The divestment of the ECM business in accounting and organizational terms from the Beta Systems Group will take economic effect on May 31, 2010. Both companies have contractually agreed a comprehensive cooperation for a transition period up until the end of 2010 in order to ensure a smooth transfer to the new owner for the customers, suppliers and employees. The deconsolidation of the ECM business necessitates that the positive one-off effects on the financial performance, asset and financial position of Beta Systems Software AG right through to an adjustment of forecasts for continued operations be taken full account of in the financial accounts in the second quarter of 2010. The requisite details are scheduled to be released as part of the half-yearly financial report 2010 published at the start of August and explained to the shareholders at the regular Annual General Meeting of Shareholders which will take place on August 17, 2010.
end of ad-hoc-announcement
Information and explanations on this ad-hoc release by the issuer:
Description of the ECM Solutions Line of Business
With revenues of around 28.8 million, the ECM business generated an operating result before Group transfers of approximately 1.3 million in the fiscal year 2009. The ECM Solutions business has a workforce of around 260 employees, the majority of whom work at the Augsburg location and in the ECM subsidiary in Nigeria. The core business of the ECM solutions segment consists in offering IT solutions and services through to end-to-end systems (including hardware such as scanners and sorters) for the FrontCollect product line. Along with the processing of payment documentation, these solutions address the automation of the general incoming mail and documents of large banking institutions and insurance companies in Central, Eastern Europe and Africa.
Background to the transaction As part of a package of measures resolved in 2009, the Management Board of Beta Systems Software AG decided to spin off the ECM solutions business at the start of 2010, as well extensively reviewing alternatives for action (including restructuring from the Companys own resources, joint ventures and participations) with the aim of realigning the business. The option of selling to strategic investors was also reviewed. Having carefully considered the alternatives, the Management Board decided in favor of accepting the purchase offer presented by BancTec. A decisive role in this decision was played by the high level of synergy potential between Beta Systems ECM business and BancTec in terms of sales regions, technology and strategy, with a view to ensuring the best possible future prospects in the interest of customers, partners and employees.
Sale strengthens the core business This strategically significant step marks the start of a fundamental strategic realignment involving the delivery of IT infrastructure software products for the secure and efficient processing of data in large companies. At the heart of the future strategy is the Buy & Build innovation and acquisition strategy successfully pursued in the last two years which, alongside the Companys own innovations, concentrates on the purchase of smaller IT companies in a narrower market environment in the high-margin infrastructure business (DCI/IdM Line of Business). Taking account of the necessary cost-related adjustments to the new size of the Company, the financial resources released for the Company will give it greater scope here. Beta Systems has used this step to secure itself a very good position as one of the few independent mid-sized software and technology suppliers in Europe in this segment.
Comments This step means that we will be able to concentrate on our core competence as a pure independent infrastructure software provider in the future. In many respects, it was expedient for both companies, and we are happy to put our business relations to our ECM customers in the hands of such an experienced partner as BancTec, commented Gernot Sagl, member of the Management Board of Beta Systems Software AG, and added: What made our decision even easier was the power inherent in the sales and technological strength in the international document management market and BankTecs high standing with banks and insurance companies in Western and Eastern Europe and America. An absolute plus point was the already successfully implemented market entry into the market segment with business process outsourcing services which is where we were just at the beginning of our efforts.
Coley Clark, chairman and chief executive officer of BancTec, commented on the acquisition: Beta Systems ECM Solutions has a decades-long history of providing some of the most advanced, scalable, document and payment processing solutions and services to the financial services market. In addition, they have a highly skilled group of employees with tremendous, industry-focused intellectual capital. We believe that these resources, in combination with those already existing at BancTec, will enable us to provide an even stronger portfolio of solutions and services to some of the largest and most complex financial institutions in the world.
End of information and explanations
BancTec BancTec helps clients around the world simplify the process of managing their information. Founded in 1972, the company provides a wide range of solutions for automating complex, high-volume and data-intensive business processes for clients in the financial services, healthcare, manufacturing, government, services and utilities industries. BancTecs offerings include business solutions, business process outsourcing, and infrastructure services. With headquarters in Dallas, BancTec serves clients in 50 countries. For more information on how BancTec can help you optimize information management, visit www.banctec.co.uk or call +44 (0)1753 778888.
Beta Systems Software AG Beta Systems Software AG (Prime Standard: BSS, ISIN DE0005224406) offers large corporations high-end infrastructure software which spans sectors. This software enhances the performance of a companys IT in terms of its availability, scalability and flexibility. Data centers optimize their job and output management. Moreover, especially companies with high numbers of users are supported in the automation of their IT user administration. Improved security also serves to fulfill the requirements placed on business operations in respect of governance, risk management and compliance (GRC).
Beta Systems was founded in 1983, has been a listed company since 1997, and has a workforce of more than 400 employees. The companys principal place of business is Berlin. Beta Systems operates through Centers of Competence in Cologne and Calgary, as well as 18 subsidiaries worldwide and cooperations with numerous partner companies. Throughout the world more than 1,300 customers use the products and solutions of Beta Systems to improve their processes and security in more than 3,200 running installations. At present, Beta Systems generates 50 percent of its sales from international business. Around 200 of its customers are based in the USA and Canada.
More information on the company and its products can be found under www.betasystems.com.
end of announcement euro adhoc
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