Merger contract signed / Valuation report of both auditors completed
Following the analyst conference and notary acknowledgement:
Eching near Munich / Deggendorf, 26th of April 2002 - The planned merger of the two embedded computer technology (ECT) companies, the global leader Kontron Embedded Computers AG (Eching near Munich) and JUMPtec Industrielle Computertechnik AG (Deggendorf) is beginning to take concrete form. Both boards of directors informed the public today that the merger contract has been signed. The core item of the agreement being the fixed value market capitalisation ration of 2.04 (Kontron) to 1 (JUMPtec).
With regard to the actual number of shares of both companies, this represents a value ratio per share of 1 (Kontron) zu 1.53 (JUMPtec). On this basis, the boards of both companies now suggest to the general shareholder assemblies - which are planned to take place on June 19th for JUMPtec and July 3rd for Kontron - the following exchange ratios: 10 "old" Kontron shares for 11 "new" Kontron shares and 7 JUMPtec shares for 5 new Kontron shares. In addition the JUMPtec shareholders receive a supplementary payment of 0.01739 euros per JUMPtec share in cash, the paid-out total being rounded up to full euro cents.
Based on these exchange ratios, partial share rights may result for both JUMPtec and Kontron shareholders. The shareholders concerned will be informed about the regulation procedures (purchase or sales of partial rights) by their securities bank in the course of the respective share exchange process.
Slim and efficient organisational structure
The new Kontron company is to be headed by Hannes Niederhauser as the Chief Executive and Hans Mühlbauer as Deputy Director. The Board will consist of: Dr. Rudi Wieczorek (Technology), Thomas Sparrvik (America) as well as Mark Brown (Product Marketing) and Ulrich Gehrmann (Europe). The Supervisory Board, which still has to appointed, is to consist of Helmut Krings, Dr. Jens Neiser and Pierre McMaster. In the course of the integration process 45 individual associations within both companies are to be reduced to approximately 25 this year.
Significant increase in profit expected
The Kontron and JUMPtec integration teams have been able to identify cost savings above all in the areas of purchasing, technology and sales channels with only insignificant staff reductions being necessary. The profit effects following the merger is expected to amount to 25 million euros for the next two years.
The outsourcing trend on the part of the customers is creating great opportunities for growth
Subject to the agreement of both general assemblies the new Kontron company will be the largest ECT provider in the world by far who will be able to offer the entire product and value-added-services range in this area. With a total of 1,400 employees and complementary technologies, a world market share of approximately 10 percent is forecast. Strong impulses for growth are expected over the next years due to the lasting trend to install ever more intelligent ECTs in end consumer applications. In addition there is the systematic conquest of the ECT applications which have not yet been outsourced. "Outsourcing as well as the increasing spread of ECT technology will further consolidate the still very fragmented market", explains Niederhauser. The JUMPtec Chief Executive Hans Mühlbauer said: "The merger of both our companies gives us a unique leading position - the best prerequisite for expanding market and technology leadership to the trailblazing role in the standardisation process." For the year 2002, both boards are still expecting approximately 40 percent increase in sales for both companies. An EBITDA margin of 11 percent is expected for 2002.
JUMPtec Industrielle Computertechnik AG
Brunnwiesenstrasse 16, 94469 Deggendorf
Tel: 0991/370 24-0, Fax: 0991/370 24-107
Kontron Embedded Computers AG
Oskar-von-Miller-Str. 1, 85386 Eching,
Tel: 08165/77643, Fax: 08165/77219
Dr. Udo Nimsdorf
Engel & Zimmermann AG
Agentur für Wirtschaftskommunikation
Schloss Fußberg, Am Schlosspark 15, 82131 Gauting
Tel: 089/89 35 633,
Fax: 089/89 39 84 29