Quanmax AG and S&T AG reach merger agreement and agree on share exchange ratio

The executive boards of Quanmax AG, Linz, and S&T System Integration & Technology Distribution AG, Vienna, have today agreed, with the approval of their supervisory boards, on a proposed merger agreement, under which S&T System Integration & Technology Distribution AG will be merged into Quanmax AG. The share exchange ratio has also been agreed: the shareholders of S&T System Integration & Technology Distribution AG will receive 259 Quanmax shares in exchange for 200 S&T shares. For this purpose, Quanmax AG will execute a capital increase by means of contribution in kind.

To determine the appropriate share exchange ratio, both companies were valued with the expert help of Dr. Kleeberg & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Munich. The company values calculated using the 'Discounted-Cashflow-Method are EUR 8,35 per S&T share and EUR 6,45 per Quanmax share.

The share capital of Quanmax AG amounts to currently EUR 27,240,659.00, comprising of 27,240,659 no-par-value bearer shares with an arithmetical share capital value of EUR 1.00 per share. The share capital of S&T System Integration & Technology Distribution AG is currently EUR 31,059,582.00 comprising of 15,529,971 ordinary bearer shares (no-par-value shares) respectively registered shares with an arithmetical nominal value of EUR 2.00.

The calculation of the share exchange ratio is considering the capital increase of S&T System Integration & Technology Distribution AG which will be executed before the merger will become effective. The major shareholders Quanmax AG and grosso holding Gesellschaft mbH are contractually obliged to execute this capital increase since their investment into S&T System Integration & Technology Distribution AG in the last year. This capital increase raises the share capital of S&T System Integration & Technology Distribution AG to EUR 31.059.582,00 which is the relevant value for calculating the exchange ratio.

Merging the two companies and their departments should result in a significant cost reduction: Savings should amount to EUR 3 Mio. in 2013. Non-recurring costs of the merger and restructuring costs will amout to less than EUR 1 Mio. and will not affect planned targets for 2012.

At the same time, the executive boards of Quanmax AG and S&T System Integration & Technology Distribution AG have signed the joint merger report today. The draft merger agreement is to be presented to the extraordinary General Meeting of S&T System Integration & Technology Distribution AG on November 5th 2012 and to the extraordinary General Meeting of Quanmax AG on November 6th 2012 for approval. It is planned to close the merger in 2012.