Saarbruecken, 28 September 2009
On 28 September 2009 SAG Beteiligungs GmbH informed IDS Scheer AG of its intention to conclude a domination and profit transfer agreement within the meaning of Section 291(1) German Stock Corporation Act (AktG) with SAG Beteiligungs GmbH as the dominating company and IDS Scheer AG as the dominated company.
Furthermore, SAG Beteiligungs GmbH invited the Executive Board of IDS Scheer AG to discuss all steps required. The Executive Board of IDS Scheer AG intends to accept this invitation in due course. During these discussions, the Executive Board of IDS Scheer AG intends to agree on the terms and conditions of such domination and profit transfer agreement with SAG Beteiligungs GmbH. In particular the adequate compensation pursuant to Section 304(1) AktG for outside shareholders as well as the adequate consideration pursuant to Section 305(1) AktG for shareholders who wish to sell their shares to SAG Beteiligungs GmbH, is to be determined and agreed in the coming weeks.
The planned domination and profit transfer agreement would be subject to the approval of IDS Scheer AG's general meeting of shareholders. SAG Beteiligungs GmbH has proposed that for this purpose a general meeting of IDS Scheer AG's shareholders could take place in December 2009. The Executive Board of IDS Scheer AG will consider this proposal.
IDS Scheer AG
The Executive Board
About IDS Scheer
IDS Scheer is the market leader in Business Process Management (BPM) software, solutions and services for corporations and public organizations worldwide. With its unrivaled ARIS Platform for Process Excellence, the company offers an integrated, comprehensive solution portfolio for the strategy, design, implementation and controlling of business processes; allowing companies to continuously improve their overall business performance. Utilizing the ARIS Value Engineering (AVE) approach, IDS Scheer consultants bridge the gap between corporate strategy, business processes, IT solutions and process controlling. Approximately 3,000 employees in over 70 countries serve the company’s 7,500 customers. In 2008, IDS Scheer’s revenues reached 399.1 million Euro. Established in 1984 by Prof. August-Wilhelm Scheer, IDS Scheer is listed in the TecDAX on the Frankfurt Stock Exchange (Germany).