Kontron and JUMPtec Announce Merger Discussions

Eching, Germany, December 12, 2001 -
Kontron Embedded Computers AG (Eching, Munich), a leading supplier of embedded computer solutions and custom-engineering services and JUMPtec Industrielle Computertechnik AG (Deggendorf), a global market leader in select Embedded Computer Technology (ECT) segments, announced today that the Board of Directors and Supervisory Boards of both companies agreed to enter into merger discussions.

Based on a joint provisional valuation report of the respective auditors, and taking into account the current number of shares, a provisional merger ratio of approximately three JUMPtec AG shares to two Kontron AG shares was calculated. This corresponds to a value ratio for both companies of approximately 1/3 to approximately 2/3 of the merged company. The deal is expected to close following approval at the general shareholder meetings of both companies.

JUMPtec and Kontron have been equally successful in adjacent segments of the embedded and industrial computer markets for several years. JUMPtec focuses on embedded components while Kontron specializes in the next higher order vertical market, namely embedded systems. With these complementary technologies, as well as the different geographic areas of focus in Germany, across Europe, the US and Asia, the merged company will be the only supplier worldwide to offer the entire product range of embedded computer technology on a global scale.

The integration is expected to drive cost savings in the range of 25 million Euros over the next two years as significant synergistic effects are expected in sales, purchasing and research and development. It is also expected that the integration of both corporate organizations will be made significantly easier due to positive longstanding interpersonal and functional relationship, as well as the geographic proximity of the enterprises.

In addition to the exceptional worldwide market position the merger presents, it also results in a considerably stronger position on the financial markets. After the merger, the Board of Directors expects total sales for 2002 to be between 350 and 400 million Euros assuming a growth rate of 30 to 40 percent (2001: Kontron and JUMPtec total revenues expected to be approximately 270 million Euros).

JUMPtec and Kontron are both listed on the Neuer Markt of the German stock exchange.

There is a press conference scheduled on December 17 at 10.00 am at the City Hilton in Munich

Further Information:
Dr. Udo Nimsdorf
Engel & Zimmermann AG,
Tel: ++49 89-89 35 633
Email: info@engel-zimmermann.de

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