1&1 Mail & Media Applications SE
euro adhoc: WEB.DE AG
Mergers - Acquisitions - Takeovers
WEB.DE
and United Internet sign contracts on comprehensive alliance -
WEB.DE with very positive quarterly development in Q1
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
13.05.2005
WEB.DE AG (ISIN: DE 000 529 650 3), Karlsruhe, and United Internet AG (ISIN: DE 000 508 903 1), Montabaur, today signed the contracts governing the comprehensive alliance between the two companies subject to the terms and conditions announced on March 16, 2005. Under the umbrella of United Internet, the largest provider on the Internet services and portal market in Germany is being created, as far as market reach and the volume of advertising space are concerned. In the context of this alliance WEB.DE AG focuses exclusively on building up and further extend the Web Telecommunications business where the launch of the next generation of the Com.Win product family is scheduled for this year.
The alliance involves the take-over of WEB.DE AG´s Internet Portal business with the entire staff, all technologies, assets as well as trademarks and licence rights against a cash volume of EUR 200 million as well as 5.8 million shares of United Internet AG. Under certain conditions, the 5.8 million United Internet shares may be replaced by 2 million United Internet shares plus an additional cash volume of EUR 100 million. Furthermore, the companies declared their firm intention to enter into a marketing agreement for the next generation of the Web Telecommunications products of WEB.DE AG within the scope of the implementation of the take-over of the business.
The transfer of the portal business to the United Internet Group, which has since been notified to the antitrust commission, is still subject to the consent of the supervisory boards of the two companies and the antitrust commission. Moreover, the transaction requires the consent of the Annual General Meeting of WEB.DE AG. The contracts are likely to be executed in the course of the third quarter of fiscal 2005.
Parallel to the signing of the contracts, WEB.DE AG announces the preliminary, highly positive business results for the first quarter of fiscal 2005 - for the first time based on IFRS (International Financial Reporting Standards). WEB.DE AG continues the high dynamics of the last quarters and once again reports a very positive course of business: the revenues of WEB.DE AG rose in Q1/2005 on a Group level by EUR 2.5 million or +26% y-o-y to EUR 12.0 million. They even match the level of the seasonally strong Q4/2004. The gross operating profit of EUR 9 million enjoyed a similarly positive development in Q1/2005 (Q1/2004: EUR 7.1 million) which means that the gross margin of the WEB.DE Group continues to be on a consistently high level of 75%.
In Q1/2005 WEB.DE AG generated a positive net income for the period of EUR 0.5 million, which is clearly higher than the first quarter of the prior year (Q1/2004: EUR 0.1 million). Earnings before interest, taxes, depreciation and amortization (EBITDA) also chalked up a positive development and amounted to EUR 1.2 million during the last quarter (Q1/2004: EUR 1.0 million).
The operating cash flow of WEB.DE AG reached a new all-time high of EUR 3.1 million in Q1/2005 (Q1/2004: EUR +2.8 million). Cash and cash equivalents in the WEB.DE Group amount to EUR 107.6 million (Q1/2004: EUR 102.3 million) despite substantial investments in fixed assets and IT infrastructure. They increased by EUR 5.3 million versus the same prior year quarter.
Appendix
Table: (in EUR million) Q1/2005 Q1/2004 (prelim.) Revenues 12.0 6.5 Gross operating profit 9.0 7.1 Net income for the period 0.5 0.1 Earnings before interest Tax, depreciation, amortization 1.2 1.0 Operating cash flow 3.1 2.8
The full Q1 Report will be published on May 25, 2005 and will then be available for downloading from the website http://webde-ag.de.
Contact for Analysts and for Investors: Richard Berg, Director Investor Relations, tel +49 (0)721 94329 2700, Mail rb@webde-ag.de http://webde-ag.de
Contact for Press and Media: Oliver Schwartz, Director Communications, tel +49 (0)721 94329 5310, Mail oliver.schwartz@webde-ag.de http://webde-ag.de
end of announcement euro adhoc 13.05.2005 20:10:52
Further inquiry note:
Richard Berg
Tel. +49(0)721 94329 2700
E-Mail: rb@webde-ag.de
Branche: Online
ISIN: DE0005296503
WKN: 529650
Index: TecDAX, Prime Standard, HDAX, CDAX Technology, Midcap Market Index, Prime All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade
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