EANS-Adhoc: Software AG announces tender offer for IDS Scheer

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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13.07.2009

Darmstadt, 13 July 2009 - Software AG (TecDAX, ISIN DE 0003304002 /
SOW) today signed a contract with Prof. Dr. Dr. h.c. mult.
August-Wilhelm Scheer and Prof. Dr. Alexander Pocsay relating to the
sale of a total of approx. 47.68 percent of the outstanding shares
(this corresponds to 15,332,622 shares) of IDS Scheer AG (TecDAX,
ISIN DE 0006257009 / IDS). The sale of shares will be part of a
voluntary public tender offer by SAG Beteiligungs GmbH, a
wholly-owned subsidiary of Software AG, starting in the current
quarter. Software AG will offer EUR15 in cash per outstanding share
of IDS Scheer capital. The offer will be made on and subject to the
terms and conditions yet to be communicated in the offer document and
in particular, it is likely to be made subject to clearance by the
competent merger control authorities. Founder Prof. Scheer and
co-founder Prof. Pocsay have already undertaken to accept the offer
for all shares in IDS Scheer AG held by them.

The transaction will create a global vendor of infrastructure
software and Business Process Management with more than 6,000
employees and more than EUR1 billion in sales. Software AG´s
strengths, technology leadership in middleware products, financial
strength and global presence, will be supplemented by IDS Scheer's
skills in the analysis and mapping of business processes, the strong
partner network and the large service presence in their approx. 7,500
customers. IDS Scheer offers deep industry expertise in vertical
industries, direct access to vertical markets and a strong position
in the SAP consulting business.

The combination of both leading technologically and complementary
product portfolios for the digitization and implementation of
business processes will be unique and will give Software AG a
sustainable and strengthened competitive position in a consolidating
software market.

The joint strategy is clearly growth-oriented. The growth drivers
will be increased sales of the combined product offering and the
specialist expertise of IDS Scheer's consultancy business. This
consulting expertise is of use for the customer-specific
implementation of Service-Oriented Architectures (SOA) and BPM / BPA
solutions, particularly in SAP environments. The combination of the
two successful business models is expected to be accretive to
Software AG´s operating earnings per share already in the first full
fiscal year of consolidation (2010).

end of ad-hoc-announcement ==========================================
====================================== Important information: This
announcement is neither an offer to purchase, nor a solicitation of
an offer to sell, shares. The final conditions and further provisions
regarding the offer will be communicated in the offer document after
the publication has been approved by the German Federal Financial
Supervisory Authority (BaFin). SAG Beteiligungs GmbH reserves the
right to change terms and conditions of the offer to the extent
permissible under applicable law. Shareholders of IDS Scheer AG are
strongly advised to read the offer document as well as all other
documents in connection with the offer as soon as these are
published, since these will contain important information. The offer
document and further information relating to the offer will be
published on the internet at
http://www.softwareag.com/corporate/inv_rel/default.asp.

Disclaimer: The information contained in this publication has not
been independently verified. To the extent that this publication
contains forecasts, expectations or other forward-looking statements,
such statements can involve risks and uncertainties that are
difficult to predict and usually cannot be influenced by the company.
No representation or warranty – whether express or implied – is made
that such forward-looking statements will prove to be correct. Actual
events and developments can differ significantly from the
expectations and assumptions expressed herein. The company does not
assume any obligation to update the statements contained in this
publication.

Further details of the proposed transaction will be announced by
Software AG tomorrow, Tuesday, July 14th, 2009: 7:00 a.m. CEST:
Telephone conference for financial analysts and investors, in English
Dial-in details: Germany: +49 6103 485 3002 (toll-free: 0800 1012072)
UK: +44 207 153 2027 (toll-free: 0800 3580886) USA: +1 480 629 9725
(toll-free: +1 877 9412928)

9:00 a.m. CEST: Telephone conference for media representatives, in
German Dial-in details: Germany: +49 6958 999 0712 (toll-free: 0800
1012119)

end of announcement euro adhoc
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ots Originaltext: Software AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Otmar F. Winzig,

Vice President, Head of Investor Relations & Compliance

Phone: +49-6151-92-1669

Email: otmar.winzig@softwareag.com

Branche: Software
ISIN: DE0003304002
WKN: 330400
Index: TecDAX, CDAX, HDAX, Prime All Share, Technologie All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade