euro adhoc: USU Software AG / Mergers - Acquisitions - Takeovers / USU Software AG planning acquisition of LeuTek to extend business service management portfolio (E)

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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31.10.2006

Möglingen/Leinfelden-Echterdingen, 31 October 2006 - USU Software AG (ISIN
DE000A0BVU28), Möglingen, ("USU"), intends to acquire all shares in LeuTek GmbH,
Leinfelden-Echterdingen, ("LeuTek"). The Management Board of USU and the
shareholder of LeuTek today established the key points of the agreement. The USU
Management Board is assuming that the transaction will be completed shortly.

LeuTek is a software company that develops and markets the systems for the
central management, monitoring and visualisation of the components required for
a company's IT operations. LeuTek therefore adds monitoring and reporting,
availability and service level management to the USU IT Management Solutions
portfolio. Using this extended portfolio, USU will strategically position itself
on the market for business service management.

The company, which was founded in 1984, currently employs 45 people for
customers that operate in various industries, such as Allianz, BMW, Deutsche
Bundesbank, EnBW, LBBW, Swisscom and T-Systems. In financial year 2005, LeuTek
generated sales of more than EUR 7 million and a significant double-digit return
on sales.

The purchase price for LeuTek will consist of a fixed seven-figure cash
component in EUR, an additional performance-related cash component and 1.2
million shares in USU. The shares to be granted will be issued by way of a
non-cash capital increase from USU's authorised capital.

Following the completion of the acquisition of LeuTek, USU is planning to
increase sales for the Group as whole to between EUR 32 million and EUR 33
million for financial year 2007, with a consolidated net profit of significantly
more than EUR 3 million.

End of ad hoc disclosure

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Issuer´s information and explanatory remarks concerning this ad-hoc
announcement:

By acquiring LeuTek, USU is rounding off its portfolio in the area of business
service management and, in future, will be offering end-to-end IT lifecycle
management from a single source: from planning, budgeting and procurement of
hardware and software through portfolio management, service management and cost
allocation and transfer pricing based on actual usage to availability and
performance monitoring, as well as optimisation activities based on these
services for a company's or group's entire IT infrastructure.

With its ZIS System, ZISGUI and ZISSLM products, LeuTek monitors, visualises and
automates all the systems and processes relevant to IT operations. These
solutions allow customers to monitor comprehensively the availability of their
IT systems and business process through to complex end-to-end monitoring, offer
user group-specific graphical presentation of all relevant information and
provide information on the performance and IT system reliability.
"These functionalities ideally supplement our Valuemation product suite in the
business division of IT management solutions," explained USU's CEO Bernhard
Oberschmidt. "We are therefore planning to complete this acquisition promptly,"
Oberschmidt continued.

Following the acquisition by USU, LeuTek will be operated by its current
managers as an independent unit. "In particular, LeuTek's success is due to the
considerable dedication of our employees, to whom we also wish to offer
long-term prospects," stated Peter Scheufler, Managing Director of LeuTek,
adding a clear goal: "Together with USU, using this new, comprehensive
portfolio, we intend to gain further market share, both on our domestic market
and internationally."

Following the completion of the acquisition, USU is planning to increase sales
for the Group as whole to between EUR 32 million and EUR 33 million for
financial year 2007, with a consolidated net profit of significantly more than
EUR 3 million. In future, more than 60% of sales should be generated by product
business. After the transaction, the Group as a whole will have around 1,000
product installations at more than 400 customers. Just recently, the independent
US market research company Forrester included USU in its TOP 5 global providers
for IT asset management. "Even by international standards, we have now reached a
size that opens the door to further growth options in global competition. We are
therefore anticipating ongoing and dynamic business development," said
Oberschmidt, explaining the software company's new prospects. The Company's
financial situation will also remain sound after the acquisition, and with no
liabilities to banks and cash and cash equivalents of more than EUR 6 million,
it is well positioned for further growth - both organically and by way of
acquisitions.

Further information on the acquisition and the budget figures will be announced
by the Management Board of USU Software AG as part of the analysts conference at
this year's German Equity Forum at the Frankfurt Fair Congress Centre on 27
November 2006 at 3:45 pm.

Further inquiry note:
Contact:
USU Software AG USU Software AG
Investor Relations Corporate Communications
Falk Sorge Dr. Thomas Gerick
Tel.: 0 71 41 / 48 67 351 Tel.: 0 71 41 / 48 67 440
Fax: 0 71 41 / 48 67 108 Fax: 0 71 41 / 48 67 909
Email: [email protected] Email: [email protected]

end of announcement euro adhoc 31.10.2006 09:38:56
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emitter: USU Software AG
Spitalhof
D-71696 Möglingen
phone: +49 (0)7141 4867 0
FAX: +49 (0)7141 4867 20
mail: [email protected]
WWW: http://www.usu-software.de
ISIN: DE000A0BVU28
indexes: CDAX, Prime All Share
stockmarkets: regulated dealing: Baden-Württembergische Wertpapierbörse,
regulated dealing/prime standard: Frankfurter Wertpapierbörse,
free trade: Börse Berlin-Bremen, Hamburger Wertpapierbörse, Börse
Düsseldorf, Bayerische Börse
sector: Software
language: English

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