MUNICH, Germany, January 17, 2007 - Today, as announced, the Nemetschek Group submitted a public takeover bid to the shareholders of Graphisoft SE. "We are offering the shareholders the equivalent of 9 euros per share. That is a fair price that adequately reflects the value of the company," says CFO and Board Spokesman Ernst Homolka. The offer of 2,273 forints (HUF) corresponds to 9 euros exactly and was submitted this Wednesday to the Hungarian Financial Authority HFSA prior to the opening of the stock exchange. The exchange supervisory authority will verify the offer in the next two weeks. After that, the shareholders will have 45 days to sell their shares. The transaction should be completed around the middle of March. The Nemetschek Group has had a majority interest of 54.3 percent in Graphisoft since December 31, 2006.
Market position significantly strengthened
In an initial step, Nemetschek had acquired a call option for a qualified majority, as announced December 21, 2006. After the due diligence, Nemetschek was able to acquire 54.3 percent of the total 10.6 million shares on December 31, 2006 for 9 euros per share. The Managing Board is now submitting a public takeover bid "as announced" for the remaining 45.7 percent of the Graphisoft shares, also for 9 euros. The maximum purchase price is thus around 95 million euros. The trading agents for the transaction are WestLB Hungaria Zrt. and Erste Befektetesi Zrt. Both the Managing Board and the Board of Directors of Graphisoft SE recommend that shareholders accept the Nemetschek offer. "For the Nemetschek Group, Graphisoft is a strategic financial interest. The acquisition is a great benefit both for the company and its shareholders and sets a solid foundation for a successful future," said Homolka. The two innovative and growth-oriented companies will work independently of each other in the sector for AEC software (Architecture, Engineering, Construction), developing new products and services and acquiring new customers. According to Homolka, Nemetschek will further strengthen its position in the market with the acquisition of Graphisoft and finally become the leading vendor of AEC software solutions worldwide in terms of technology. With the acquisition, the group will greatly improve its business KPIs through a significant growth in sales, a considerable increase in the EBITDA operating profit and an increase in operating cash flow. Together, the two companies already have 270,000 customers in 142 countries with expected sales revenues of 140 million euros in 2007.
Nemetschek: Building design, construction and management
Nemetschek is headquartered in Munich and is the only vendor of IT solutions worldwide that encompass the entire building design, construction and management process. The product spectrum ranges from building design and construction through to property and real estate management. The software is so far used by over 170,000 renowned customers in 142 countries and in 16 languages. For fiscal 2006 the Managing Board expects sales significantly in excess of 100 million euros.
Graphisoft: design specialists
Graphisoft SE is headquartered in Budapest, Hungary, and specializes in software solutions for building design. The company was founded in 1982 and today has more than 260 employees as well as a worldwide network of loyal and independent sales partners. Graphisoft has subsidiaries in Hungary, Germany, USA, Japan, Great Britain, Spain and Finland. The company's products are used by more than 100,000 customers in 82 countries. In fiscal 2005, the Graphisoft Group achieved sales of 27 million euros.
Further information about the public purchase offer:
http://www.nemetschek.com/graphisofttender.
