EANS-Adhoc: Quanmax AG and S&T System Integration & Technology Distribution AG reach merger agreement and agree on share exchange ratio

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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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03.10.2012

- Merger should be finished in the 4th quarter of 2012 - Share
exchange ratio of 1,295 Quanmax shares per share of S&T System
Integration and Technology Distribution AG - 3 Mio. EUR synergy
effects planned in 2013

Linz/Vienna, 3rd October 2012. The executive boards of Quanmax AG,
Linz, and S&T System Integration & Technology Distribution AG,
Vienna, have today agreed, with the approval of their supervisory
boards, on a proposed merger agreement, under which S&T System
Integration & Technology Distribution AG will be merged into Quanmax
AG. The share exchange ratio has also been agreed: the shareholders
of S&T System Integration & Technology Distribution AG will receive
259 Quanmax shares in exchange for 200 S&T shares. For this purpose,
Quanmax AG will execute a capital increase by means of contribution
in kind.

To determine the appropriate share exchange ratio, both companies
were valued with the expert help of Dr. Kleeberg & Partner GmbH
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Munich.
The company values calculated using the ‚Discounted-Cashflow-Method
are EUR 8,35 per S&T share and EUR 6,45 per Quanmax share.

The share capital of Quanmax AG amounts to currently EUR
27,240,659.00, comprising of 27,240,659 no-par-value bearer shares
with an arithmetical share capital value of EUR 1.00 per share. The
share capital of S&T System Integration & Technology Distribution AG
is currently EUR 31,059,582.00 comprising of 15,529,971 ordinary
bearer shares (no-par-value shares) respectively registered shares
with an arithmetical nominal value of EUR 2.00.

The calculation of the share exchange ratio is considering the
capital increase of S&T System Integration & Technology Distribution
AG which will be executed before the merger will become effective.
The major shareholders Quanmax AG and grosso holding Gesellschaft mbH
are contractually obliged to execute this capital increase since
their investment into S&T System Integration & Technology
Distribution AG in the last year. This capital increase raises the
share capital of S&T System Integration & Technology Distribution AG
to EUR 31.059.582,00 which is the relevant value for calculating the
exchange ratio.

Merging the two companies and their departments should result in a
significant cost reduction: Savings should amount to EUR 3 Mio. in
2013. Non-recurring costs of the merger and restructuring costs will
amout to less than EUR 1 Mio. and will not affect planned targets for
2012.

At the same time, the executive boards of Quanmax AG and S&T System
Integration & Technology Distribution AG have signed the joint merger
report today. The draft merger agreement is to be presented to the
extraordinary General Meeting of S&T System Integration & Technology
Distribution AG on November 5th 2012 and to the extraordinary General
Meeting of Quanmax AG on November 6th 2012 for approval. It is
planned to close the merger in 2012.

Further inquiry note:
Quanmax AG, Valentin Trummer (+43 732 7664 150)

end of announcement euro adhoc
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issuer: Quanmax AG
Industriezeile 35
A-4021 Linz
phone: +43(732)7664-0
FAX: +43(732)7664-801
mail: kontakt@quanmax.ag
WWW: www.quanmax.ag
sector: Computing & Information Technology
ISIN: AT0000A0E9W5
indexes:
stockmarkets: regulated dealing/prime standard: Frankfurt
language: English