Software AG publishes official document for takeover of IDS Scheer AG

With the publication of the official takeover offer document, which as been approved by the German Financial Supervisory Authority (BaFin), the official acceptance period for the takeover offer made to shareholders of IDS Scheer AG begins today. According to the offer, IDS Scheer shareholders can sell their shares for EUR15 in cash. This represents a purchase price for the entire share capital of about EUR490 million.

Software AG (TecDAX, ISIN DE 0003304002 / SOW) today published the offer document for a voluntary public tender offer made to shareholders of IDS Scheer AG (TecDax, ISIN DE 0006257009 IDS). The formal acceptance period begins with the publication of the offer today and ends 18 September 2009 (at midnight, Central European daylight-savings time (CET DS).

Software AG intends to buy all outstanding IDS Scheer AG shares in cash at EUR15 per share, which represents a purchase price for the entire share capital of about EUR490 million. The tender offer was made by SAG Beteiligungs, a wholly-owned subsidiary of Software AG, to all shareholders of IDS Scheer AG.

The offer is pending fulfilment of a minimum quota of 48% and approval of the merger by the German Federal Cartel Office.

Professor Scheer, chairman of the supervisory board, founder and majority shareholder of IDS Scheer AG, and Professor Pocsay, deputy chairman of the supervisory board of IDS Scheer AG, have contractually agreed to accept the offer for their shares, which together represent approximately 48% of IDS Scheer share capital. This ensures the required minimum quota. With the 14.5% of IDS Scheer shares already held by SAG Beteiligungs, Software AG has thus secured 62% of IDS Scheer shares. No additional conditions are expected with regard to the Federal Cartel Office's approval. Software AG therefore expects that the takeover can be completed immediately following the end of the acceptance period.

The transaction will create a provider of global infrastructure and business process management with more than 6 000 employees and over one billion euros in revenue. Software AG's strengths - technology leadership in middleware products, financial power and a global presence - and IDS Scheer's expertise in analytics and modelling and business process controlling, its solid partnerships and sophisticated service, with 7 500 customers, will be excellent complements to each other. IDS Scheer also brings to the table profound industry-specific know-how, direct access to vertical markets such as automotive, defence and security, healthcare, financial services, hi-tech, and telecom and utilities.

They also enjoy a strong position in the SAP consulting business.

Further information on the offer:

The offer document and other information on the offer can found in German on the Internet at http://www.softwareag.com/de/ir/default.asp. A legally non-binding English translation of the offer document and other information are available at http://www.softwareag.com/corporate/inv_rel/default.asp.

Copies of the offer document and the non-binding English translation are also available free of charge at the administrating office, Deutsche Bank AG, Junghofstrasse 5 - 9, 60311 Frankfurt am Main. Orders can be placed by phone at +49 (0)800 2130218 (toll free in Germany) or +1 800 3474750 (toll free in the U.S.) or by fax at +49 (0)69 910-38794 or by sending an e-mail to: dct.tender-offers@db.com.