EDS Moves to Acquire Systematics AG, Doubling Presence in Germany

Acquisition Expands EDS' Market Position in European IT Services



Apr 02, 2001, 01:00 ET from Electronic Data Systems Corporation

    PLANO, Texas, and HAMBURG, Germany, April 2 /PRNewswire/ --
 EDS (NYSE:   EDS) today announced the largest European acquisition in its
 history, the planned purchase of leading German IT services firm, Systematics
 AG.  The total cash and stock transaction is valued at approximately
 $570 million (Euro 635 million).
     EDS expects the acquisition to close around mid-year.  The acquisition is
 expected to be neutral to EDS' earnings for the remainder of 2001 and
 accretive in 2002.  The combined business leverages EDS' global reach and
 thought leadership and Systematics' regional presence to drive revenue and
 cost synergies.
     Systematics is recognized for expertise in CRM, ERP, digital value chain
 and systems integration.  The company reported revenues of $570 million
 (Euro 635 million) for the year ending Dec. 31, 2000.  At year-end,
 Systematics reported net working capital of $41 million (Euro 46 million), net
 debt of $93 million (Euro 104 million), and shareholder equity of $175 million
 (Euro 194 million).
     Assimilation of Systematics' operations will immediately double EDS'
 presence in Germany, Europe's largest IT services market.  The acquisition
 substantially broadens EDS' profile in Europe and deepens its penetration in
 key industry segments such as finance, government, insurance and
 telecommunications.
     "This acquisition underscores our focus on Europe in general and Germany
 in particular," Chairman and CEO Dick Brown said.  "EDS will be better able to
 bring comprehensive, targeted industry service offerings to Europe by
 combining Systematics' local industry knowledge and systems integration
 expertise with our significant strategic infrastructure outsourcing business."
     Under terms of the agreement, EDS will pay approximately $430 million
 (Euro 480 million) in cash and issue $140 million (Euro 155 million) in EDS
 shares to acquire all outstanding Systematics shares.  EDS has entered into
 agreements with certain shareholders of Systematics to acquire approximately
 70 percent of the outstanding shares for $395 million (Euro 438 million) at
 $27 (Euro 30) per share.  On or before April 9, EDS intends to launch an
 all-cash tender offer for the remaining publicly held shares for $175 million
 (Euro 197 million) or $31 (Euro 34) per share.
     The agreements are subject to closing conditions, which include clearance
 of the acquisition by the Merger Task Force of the European Commission and
 EDS' acquisition of at least 75 percent of the outstanding shares of
 Systematics.
     "EDS and Systematics have complementary strengths and client profiles,"
 said John Meyer, president, EDS Information Solutions, Europe, Middle East and
 Africa.  "This acquisition will enable EDS to accelerate growth in Germany and
 throughout Europe.  EDS will also add 2,700 highly talented professionals
 incented to support our rapid European expansion."
     Systematics provides integrated e-business and IT solutions to a broad
 client base.  It currently serves clients through four divisions:
 e-consulting, e-applications, systems services and hosted services.  The
 company has a major presence in strategic business locations including Berlin,
 Cologne, Munich, Frankfurt and Stuttgart.
     "Systematics AG is very proud of its achievements since its founding in
 1985," said Detlef Fischer, chairman of the managing board of Systematics AG.
 "By joining the EDS family, we add global reach and thought leadership to our
 regional presence.  We expect the combination will drive significant revenue
 and profit growth."
 
     About EDS
     EDS, the leading global services company, provides strategy,
 implementation and hosting for clients managing the business and technology
 complexities of the digital economy.  EDS brings together the world's best
 technologies to address critical client business imperatives.  It helps
 clients eliminate boundaries, collaborate in new ways, establish their
 customers' trust and continuously seek improvement.  EDS, with its management
 consulting subsidiary, A.T. Kearney, serves the world's leading companies and
 governments in 55 countries.  EDS reported revenues of $19.2 billion in 2000.
 The company's stock is traded on the New York Stock Exchange (NYSE:   EDS) and
 the London Stock Exchange.  Learn more at www.EDS.com .
 
     About Systematics AG
     Systematics was founded in 1985 and is the largest enterprise in the IT
 services sector on Frankfurt Stock Exchange's Neuer Markt.  The main services
 offered are the reengineering of business and IT processes, with the aim of
 introducing customers to e-business with complete solutions.  The company's
 know-how ranges from consulting and design to implementation, support and
 hosting.  This back-end integration ensures a distinct competitive edge in the
 e-business sector.  As an integrator independent of manufacturers, Systematics
 brings a high level of know-how to sectors with rapidly expanding IT
 requirements.  These include banking, insurance, retailing, telecommunications
 and government.  Learn more at www.systematics.de .
 
     The statements in this news release that are not historical statements,
 including statements regarding the economic impact to EDS of this transaction
 and future growth of the acquired business, are forward-looking statements
 within the meaning of the federal securities laws.  These statements are
 subject to numerous risks and uncertainties, including relating to exchange
 rates, many of which are beyond EDS' control, which could cause actual results
 to differ materially from such statements.  For information concerning certain
 of these risks and uncertainties, see EDS' most recent Form 10-K.  EDS
 disclaims any intention or obligation to update or revise any forward-looking
 statements, whether as a result of new information, future events or
 otherwise, except as may be required by law.
 
     Conference Call
     EDS and will hold conference call with the investment community to discuss
 today's announcement.  The public is invited to participate on a listen-only
 basis.
     The EDS call will be at 7:30 a.m. US CDT.
     Here are the dial-in and replay numbers for the conference call:
 
     U.S. dial-in number:    (800) 559-9370
     International:          (847) 619-6368
 
     A replay will be available for one week:
     U.S.                    (877) 213-9653  Passcode 3796767
     International           (630) 652-3041  Passcode 3796767
 
     The call will be webcast at www.EDS.com/announcement
 
 
     CONTACT:
 
     Luca Pescarmona - EDS
     44 208 754 4485
     luca.pescarmona@EDS.com
 
     Ish Haley - EDS
     (972) 605-6808
     ish.haley@EDS.com
 
 

SOURCE Electronic Data Systems Corporation
    PLANO, Texas, and HAMBURG, Germany, April 2 /PRNewswire/ --
 EDS (NYSE:   EDS) today announced the largest European acquisition in its
 history, the planned purchase of leading German IT services firm, Systematics
 AG.  The total cash and stock transaction is valued at approximately
 $570 million (Euro 635 million).
     EDS expects the acquisition to close around mid-year.  The acquisition is
 expected to be neutral to EDS' earnings for the remainder of 2001 and
 accretive in 2002.  The combined business leverages EDS' global reach and
 thought leadership and Systematics' regional presence to drive revenue and
 cost synergies.
     Systematics is recognized for expertise in CRM, ERP, digital value chain
 and systems integration.  The company reported revenues of $570 million
 (Euro 635 million) for the year ending Dec. 31, 2000.  At year-end,
 Systematics reported net working capital of $41 million (Euro 46 million), net
 debt of $93 million (Euro 104 million), and shareholder equity of $175 million
 (Euro 194 million).
     Assimilation of Systematics' operations will immediately double EDS'
 presence in Germany, Europe's largest IT services market.  The acquisition
 substantially broadens EDS' profile in Europe and deepens its penetration in
 key industry segments such as finance, government, insurance and
 telecommunications.
     "This acquisition underscores our focus on Europe in general and Germany
 in particular," Chairman and CEO Dick Brown said.  "EDS will be better able to
 bring comprehensive, targeted industry service offerings to Europe by
 combining Systematics' local industry knowledge and systems integration
 expertise with our significant strategic infrastructure outsourcing business."
     Under terms of the agreement, EDS will pay approximately $430 million
 (Euro 480 million) in cash and issue $140 million (Euro 155 million) in EDS
 shares to acquire all outstanding Systematics shares.  EDS has entered into
 agreements with certain shareholders of Systematics to acquire approximately
 70 percent of the outstanding shares for $395 million (Euro 438 million) at
 $27 (Euro 30) per share.  On or before April 9, EDS intends to launch an
 all-cash tender offer for the remaining publicly held shares for $175 million
 (Euro 197 million) or $31 (Euro 34) per share.
     The agreements are subject to closing conditions, which include clearance
 of the acquisition by the Merger Task Force of the European Commission and
 EDS' acquisition of at least 75 percent of the outstanding shares of
 Systematics.
     "EDS and Systematics have complementary strengths and client profiles,"
 said John Meyer, president, EDS Information Solutions, Europe, Middle East and
 Africa.  "This acquisition will enable EDS to accelerate growth in Germany and
 throughout Europe.  EDS will also add 2,700 highly talented professionals
 incented to support our rapid European expansion."
     Systematics provides integrated e-business and IT solutions to a broad
 client base.  It currently serves clients through four divisions:
 e-consulting, e-applications, systems services and hosted services.  The
 company has a major presence in strategic business locations including Berlin,
 Cologne, Munich, Frankfurt and Stuttgart.
     "Systematics AG is very proud of its achievements since its founding in
 1985," said Detlef Fischer, chairman of the managing board of Systematics AG.
 "By joining the EDS family, we add global reach and thought leadership to our
 regional presence.  We expect the combination will drive significant revenue
 and profit growth."
 
     About EDS
     EDS, the leading global services company, provides strategy,
 implementation and hosting for clients managing the business and technology
 complexities of the digital economy.  EDS brings together the world's best
 technologies to address critical client business imperatives.  It helps
 clients eliminate boundaries, collaborate in new ways, establish their
 customers' trust and continuously seek improvement.  EDS, with its management
 consulting subsidiary, A.T. Kearney, serves the world's leading companies and
 governments in 55 countries.  EDS reported revenues of $19.2 billion in 2000.
 The company's stock is traded on the New York Stock Exchange (NYSE:   EDS) and
 the London Stock Exchange.  Learn more at www.EDS.com .
 
     About Systematics AG
     Systematics was founded in 1985 and is the largest enterprise in the IT
 services sector on Frankfurt Stock Exchange's Neuer Markt.  The main services
 offered are the reengineering of business and IT processes, with the aim of
 introducing customers to e-business with complete solutions.  The company's
 know-how ranges from consulting and design to implementation, support and
 hosting.  This back-end integration ensures a distinct competitive edge in the
 e-business sector.  As an integrator independent of manufacturers, Systematics
 brings a high level of know-how to sectors with rapidly expanding IT
 requirements.  These include banking, insurance, retailing, telecommunications
 and government.  Learn more at www.systematics.de .
 
     The statements in this news release that are not historical statements,
 including statements regarding the economic impact to EDS of this transaction
 and future growth of the acquired business, are forward-looking statements
 within the meaning of the federal securities laws.  These statements are
 subject to numerous risks and uncertainties, including relating to exchange
 rates, many of which are beyond EDS' control, which could cause actual results
 to differ materially from such statements.  For information concerning certain
 of these risks and uncertainties, see EDS' most recent Form 10-K.  EDS
 disclaims any intention or obligation to update or revise any forward-looking
 statements, whether as a result of new information, future events or
 otherwise, except as may be required by law.
 
     Conference Call
     EDS and will hold conference call with the investment community to discuss
 today's announcement.  The public is invited to participate on a listen-only
 basis.
     The EDS call will be at 7:30 a.m. US CDT.
     Here are the dial-in and replay numbers for the conference call:
 
     U.S. dial-in number:    (800) 559-9370
     International:          (847) 619-6368
 
     A replay will be available for one week:
     U.S.                    (877) 213-9653  Passcode 3796767
     International           (630) 652-3041  Passcode 3796767
 
     The call will be webcast at www.EDS.com/announcement
 
 
     CONTACT:
 
     Luca Pescarmona - EDS
     44 208 754 4485
     luca.pescarmona@EDS.com
 
     Ish Haley - EDS
     (972) 605-6808
     ish.haley@EDS.com
 
 SOURCE  Electronic Data Systems Corporation