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PC-WARE Information Technologies AG (OJ:PCW) PC-WARE Information Technologies AG / Take-over bid, Capital increase / Ad hoc: PC-WARE increases share capital and receives voluntary public take over offer Ad hoc announcement according to §15 WpHG processed and transmitted by Hugin. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- --------------
"PERUNI" Holding GmbH, part of Raiffeisen Informatik Group, set to acquire strategic investment in PC-Ware Information Technologies AG
Capital increase from authorised capital
Voluntary public takeover offer by "PERUNI" Holding GmbH to shareholders of PC-Ware Information Technologies AG
Leipzig, (13 October 2008) - Under the authority granted by the General Meeting of Shareholders on 26 August 2004 and with the approval of the Supervisory Board dated 10 October 2008, the Management Board of PC-Ware Information Technologies AG, Leipzig, (ISIN: DE0006910904) has unanimously decided to increase the company's share capital by EUR 2,218,000 from its current level of EUR 6,124,335 to EUR 8,342,335. To this end, the company will issue 2,218,000 new individual bearer shares with a nominal value of EUR 1.00 per share and furnished with dividend rights from 1 April 2008. The cash inflow from this capital increase is intended to strengthen the company's equity base and to finance renewed growth.
Shareholders will be given an indirect right to subscribe. The new shares will be available through Close Brothers Seydler AG, Frankfurt/Main, which will be obliged to offer them to shareholders in the ratio of 2.74 to 1 at a subscription price of EUR 16.50. It is anticipated that the subscription period for the new shares will run from 20 October 2008 up to and including 3 November 2008. Any new shares not taken up by existing shareholders will be offered to "PERUNI" Holding GmbH, Vienna, Austria, which forms part of the Raiffeisen Informatik Group. "PERUNI" Holding GmbH has undertaken to purchase all those shares not taken up by existing shareholders.
The complete subscription offer will shortly be published in the Electronic Federal Gazette at www.ebundesanzeiger.de. Full details will also be available in the Investor Relations section of the PC-Ware Information Technologies AG website at www.ir.pc-ware.de.
Contact: Investor Relations Dr. Ingmar Ackermann PC-Ware Information Technologies AG Blochstrasse 1 04329 Leipzig Phone: +49 (0)341 25 68-148 ir@pc-ware.com
WKN: 691090; ISIN: DE0006910904; Index: CDAX, Prime All Share, TECH All Share, GEX; Listed: Regulated Market of the Frankfurt Securities Exchange, Prime Standard of the Frankfurt Securities Exchange, Regulated Unofficial Market (Freiverkehr) of the Berlin Bremen Exchange, Regulated Unofficial Market (Freiverkehr) of the Düsseldorf Exchange, Regulated Unofficial Market (Freiverkehr) of the Stock Exchange of Lower Saxony Hanover, Regulated Unofficial Market (Freiverkehr) of the Stuttgart Exchange; http://www.pc-ware.de
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Other details released by the issuer:
As a strategic investor with a long-term perspective, Raiffeisen Informatik, with Austria's Raiffeisen Bank in the background, will help strengthen PC-WARE's capital base while at the same time providing crucial momentum for further growth. Raiffeisen Group has built up a network of strategic holdings in different sectors, all of which have been performing successfully in their respective markets for some years, so a future collaboration will create great opportunities for both organisations to attract new customers and open up new markets by extending their range of products and services.
The planned strategic acquisition will considerably strengthen the equity base of PC-WARE and provide plenty of cash resources to finance further planned expansion. Commenting on the development, Knut Löschke, CEO at PC-WARE, observed: "We are delighted - especially in these turbulent times - to welcome such strong partners as Raiffeisen Informatik and Raiffeisen Bank Group in the background. This step will bring us appreciably closer to our goal of making PC-WARE the leading independent full-service ICT provider in Europe."
Mag. Wilfried Pruschak, CEO at Raiffeisen Informatik GmbH, is equally convinced of the merits of this strategic partnership: "For us, PC-WARE represents an attractive investment that builds on our own portfolio both in terms of our customer base and especially with regard to geographical presence. Among other future developments in our target markets, we expect to see an increase in the demand for IT services, especially in the field of outsourcing, hosting, software and customer support. With this in mind, the strategic expansion of our portfolio to include PC-WARE will allow us to boost our market prospects throughout Europe."
As a first step, the planned capital increase supported by Raiffeisen will provide PC-WARE with around EUR 36 million of additional capital. According to Tillmann Blaschke, CFO at PC-WARE, "The capital increase will greatly strengthen our equity base and liquidity position. This is achievable thanks to an investor and long-term partner that not only brings with it experience and new customers to our strategic business areas but also provides a good match for PC-WARE on a cultural level. While this partnership is completely independent of the current turmoil on the capital markets, the security and stability it guarantees us are nevertheless a welcome support."
PC-WARE will continue to trade under its own name and operate independently. There is very little overlap between the product portfolios of the two operating companies - Raiffeisen Informatik and PC-WARE - with the result that they complement each other perfectly, especially in terms of market coverage. By taking this step, PC-WARE can exploit the present consolidation phase within the European IT market and make further progress towards its goal of becoming the leading independent full-service ICT provider in Europe.
Funding for this strategic acquisition is assured by the strong capital base of Raiffeisen Informatik Group. As required by German capital market law, Raiffeisen Informatik Group is currently drawing up the binding text of its public takeover offer. The offer is due to be published by the end of November 2008.
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PC-WARE Information Technologies AG Blochstr. 1 Leipzig Germany
WKN: 691090; ISIN: DE0006910904; Index: CDAX, Prime All Share, TECH All Share, GEX; Listed: Geregelter Markt in Frankfurter Wertpapierbörse, Prime Standard in Frankfurter Wertpapierbörse, Freiverkehr in Börse Berlin, Freiverkehr in Börse Düsseldorf, Freiverkehr in Börse Stuttgart, Freiverkehr in Bayerische Börse München, Freiverkehr in Frankfurter Wertpapierbörse;
