USU GmbH
USU AG english
Openshop and USU join forces
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Möglingen, November 29, 2001 – Openshop Holding AG, Ulm, and USU AG, Möglingen,
intend to merge their business activities. To bring this about, Openshop AG will
present a voluntary 5:7 takeover bid in accordance with the takeover code
before the end of the year. This means that the USU shareholders will receive
seven Openshop shares for five USU shares. This offer was coordinated with the
Takeover Commission and the exchange ratio has already been approved. The
majority shareholder Udo Strehl will give his consent to this exchange offer. In
the estimation of the Executive Board of USU AG, the exchange ratio is fair and
appropriate. It contains an approximately 33% premium on the average XETRA
closing prices of USU AG during the last three months.
Through this merger, the two companies are creating the prerequisites for a
distinct enhancement of their market position in the growth fields e-Business,
Knowledge Management and IT-Controlling. In addition to the complementary
strengths in the core e-Business, considerable cost synergies can be realized in
the coming 12 to 18 months.
The two companies will release further information in a joint press conference
to be held at 11:00 a.m. in Japan Center, Taunustor 2, Frankfurt am Main. At
3:00 p.m., an analysts’ conference will be held at the same location.
The results of USU AG in the first six months of fiscal year 2001/02 were in
line with the forecast issued in the annual shareholders’ meeting in September
2001. With revenues of DM 32.9 million (prior year: DM 25.8 million), USU raised
its revenues by 28% over the prior year. As expected, the net loss for the
first six months was DM -2.7 million (prior year DM -2.3 million) or DM
-0.47 per share (prior year: DM -0.48 per share).
The Executive Board anticipates that the weakening economy will adversely affect
business development in the second half. The result of this will be a distinct
slowdown in revenue growth. In addition, special effects will depress the
results of the current quarter by approximately DM 3 to 4 million, arising in
particular because of the merger with Openshop. Nonetheless, the board expects
to reach breakeven on a quarterly basis in the fourth quarter of the fiscal
year.
Contact: USU AG, Falk Sorge, Tel. +49 (0)7141/4867-351, investor@usu.de.
end of ad-hoc-announcement (c)DGAP 29.11.2001
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WKN: 757 110; Index:
Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf,
Hamburg, Hannover, München und Stuttgart
290730 Nov 01
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