euro adhoc: ABIT AG / Mergers - Acquisitions - Takeovers / Merger Talks between ABIT AG and phinware AG / Voluntary Offer by GFKL Financial Services AG to Acquire Shares in ABIT AG (E)

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Disclosure announcement transmitted by euro adhoc.
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Meerbusch, 11 September 2003. With the approval of its supervisory
board, ABIT AG today concluded an agreement in principle with GFKL
Financial Services AG of Essen and phinware AG of Düsseldorf, a
wholly owned subsidiary of GFKL Financial Services AG, which foresees
the merger of phinware AG and ABIT AG. The parties to the agreement
in principle consider it appropriate to establish a corporate value
relation, so that, subject to the company valuation that is to be
made, GFKL Financial Services AG will receive between 35% and 38% of
the shares of the merged company. Furthermore, GFKL Financial
Services AG will present to the ABIT AG shareholders a voluntary
offer to purchase ABIT stock pursuant to Article 10 in conjunction
with Articles 29 and 34 of the German Securities Acquisition and
Takeover Act (WpÜG). GFKL Financial Services AG has set its offer
price at EUR 4.00 per share. This offer is above the statutory
minimum price of the average stock-exchange quote of the previous
three months as stipulated in Article 5, Section 3 of the WpÜG
Bidding Ordinance.

+++++ Explanatory Notes +++++

In recent years ABIT AG and phinware AG have scored considerable
market successes as providers of innovative software solutions,
particularly in the banking industry (ABIT) and in the segment
serving energy providers and insurance companies (phinware). At the
same time, both organizations have enhanced their business lines with
consulting expertise and a range of services, while developing
customer groups beyond their previous core markets. The merger is
designed to unite the complementing selling strengths of ABIT AG and
phinware AG and substantially boost the future company’s posture on
the market as a whole. In view of that, the management boards of ABIT
AG and phinware AG seek to generate synergies in opening up markets,
serving clients and developing products. The goal is to collectively
expedite growth. Interestingly, both parties will come full circle
with this merger: The co-founders of ABIT AG were among those
responsible for establishing phinware following ABIT AG’s split in
1990.

The joint company is set to operate under the name ABIT AG and have
its headquarters in Meerbusch. The way things stand now ABIT Group
will have a staff of some 230 employees once the merger is completed.

The boards of both companies and GFKL Financial Services AG, the
future primary shareholder, agree that the upcoming ABIT AG will
enjoy complete operational independence to do business on the market.

GFKL Financial Services AG is a leasing and financial outsourcing
company. Its shareholders include the Goldman Sachs Group, the ERGO
Insurance Group and the Westdeutsche Landesbank, a regional central
bank. The corporate group’s core competence lies in financing capital
goods, as well as the appraisal, purchase and administration of debt
portfolios. In 2002 the company earned a pretax profit of EUR 17.6
million on sales of EUR 429 million.

An extraordinary ABIT AG shareholders' meeting to approve the merger
is planned for December 2003 following completion of the intended
company valuations.

Further inquiry note:
Herr Sven Kamerar
Head of Corporate Communications
Phone: +49 (0)2150 9153 201
E-Mail: [email protected]
Tel: +49(0)2150 9153 0
FAX: +49(0)2150 9153 294
Email: [email protected]

end of announcement        euro adhoc 11.09.2003
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Emittent: ABIT AG
          Robert-Bosch-Strasse 1
          DE-40668 Meerbusch
Tel:      +49(0)2150 9153 0
FAX:      +49(0)2150 9153 294
Email:    [email protected]
WWW:      www.abit.net
ISIN:     DE0005122501
WKN:      512250

Indizes: CDAX, Prime All Share, Prime Standard, Technologie All
Share
Börsen: regulated dealing Frankfurter Wertpapierbörse; free trade
Niedersächsische Börse zu Hannover, Berliner Wertpapierbörse,
Bayerische Börse, Hamburger Wertpapierbörse, Börse Düsseldorf,
Baden-Württembergische Wertpapierbörse
Branche: Software
Sprache: Englisch

OTS0249    2003-09-11/21:13

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