EANS-Adhoc: Software AG announces a merger of Software AG and IDS Scheer AG as well as the repurchase of own shares

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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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03.02.2010

I. Merger of Software AG and IDS Scheer AG

Software AG intends to merge IDS Scheer AG (TecDAX, ISIN DE
0006257009 / IDS) into Software AG in accordance with the provisions
of the German Transformation Act (Umwandlungsgesetz - UmwG) in the
business year 2010. Today, the Management Board of Software AG has
informed the Management Board of IDS Scheer AG of this plan,
proposing that the shareholders' meeting of IDS Scheer AG should vote
on the merger in the middle of this year. In response to such
information, the Management Board of IDS Scheer AG confirmed that it
will commence discussions with Software AG about the plan in the
short term. The exchange ratio for shareholders of IDS Scheer AG will
be determined after the valuations of the enterprises of Software AG
and IDS Scheer AG have been completed. Following the successful
tender offer of August 2009, a merger of IDS Scheer AG and Software
AG will complete the integration of both companies to form a global
provider of infrastructure software and business process management
software with more than 6,000 employees and over 1 billion Euros in
sales. The integration will sustainably strengthen the competitive
position of Software AG.

II. Acquisition of own shares by Software AG

The Management Board of Software AG today further decided, with the
consent of the Supervisory Board, to repurchase up to 400,000 no par
value shares of the company (i.e., approximately 1.4 percent of the
share capital) via the stock exchange. The repurchase will be
implemented on the basis of the authorisation granted by the
shareholders' meeting of 30 April 2009 to acquire own shares and will
take place between 4 February 2010 and 14 May 2010. The above period
may be terminated at any given time prior to 14 May 2010. Software AG
intends to use all or part of the repurchased shares for the purpose
of implementing the measure announced under No. (I) above. Software
AG currently does not hold own shares. The repurchase will be
implemented under the lead of a bank which, within the framework of
the aforementioned decision, will decide on the time of the purchases
independently and without any influence from Software AG. Moreover,
the bank will be under the obligation to implement the repurchase of
the shares via the stock exchange taking into account the resolution
of the shareholders' meeting of 30 April 2009 and the requirements
set forth in Art. 5 paragraphs 1) and 2) of Regulation (EC) No.
2273/2003.

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

VP Investor Relations & Compliance

Tel.: +49 (0) 6151 92-1669

E-Mail: otmar.winzig@softwareag.com

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