Apax supports the growth strategy of D+S europe AG as new core share-holder

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Hamburg (euro adhoc) - - Apax offers D+S europe shareholders EUR
13.00 per share in the context of a Voluntary Public Tender Offer (in
accordance with § 29 WpÜG) - After the signing of a capital increase
and including shares secured through SPA and irrevocable
undertakings, Apax will hold a total of 27% of the diluted share
capital - The Management Board of D+S europe AG supports the
transaction on the basis of an Investment Agreement - No Domination
Agreement is intended by Apax

Hamburg/ München 15th of April, 2008 - Pyramus S.à r.l., a company
based in Luxembourg and controlled by funds advised by Apax Partners
Worldwide LLP, today announced pursuant to § 10 WpÜG that it intends
to offer the shareholders in D+S europe AG (ISIN: DE0005336804 and
DE000A0TGHU) EUR 13.00 per share in the context of a Voluntary Public
Tender Offer pur-suant to § 29 WpÜG. D+S europe is a company with
more than 5,600 employees that holds leading positions in
full-service e-commerce solutions and customer contact management.
The offer is entirely equity financed, will not have a minimum
acceptance threshold, and does not foresee an im-plementation of a
Domination or Profit and Loss Transfer Agreement.

Pyramus S.à.r.l., which is funded by Apax VII fund, currently the
largest European private equity fund, has as a first step signed a
capital increase of 3,271,000 shares, which corresponds to 8.71% of
the undiluted share capital of D+S europe. The share capital after
this capital increase amounts to EUR 40,842,941. The capital increase
is executed out of authorized capital under the exclusion of existing
shareholders´ pre-emption rights at an offering price of EUR 13.00
per share.

In addition, Apax has entered into SPAs and irrevocable undertakings
to accept the offer, respectively, with a number of large
institutional shareholders of D+S europe including the AvW Group,
TOCOS Beteiligungsgesellschaft, and ASP Holding, a company connected
to the Management Board member Sven Heyrowsky. As a result, Apax has
secured 27% of the share capital post capital increase.

Apax is making a Voluntary Public Tender Offer without minimum
acceptance thresh-old to the free-float shareholders on the same
terms as were offered to, and ac-cepted by the large block-holders.
The offer is EUR 13.00 per share and corresponds to a 44% premium vs.
the 3 months Volume Weighted Average Price (source: Bloomberg) prior
to the announcement of the offer. Irrespective of the acceptance
level, it is the intention to leave D+S europe listed.

The completion of the transaction should according to the Investment
Agreement only be subject to cartel clearance of the transaction i.e.
not subject to any minimum threshold or any other conditions
precedent. The offer is completely financed through Apax VII equity.
According to the Investment Agreement, there is no intention to enter
into a Domination and/or Profit and Loss Transfer Agreement with D+S
europe.

At present, based on the information given to them, the Management of
D+S europe AG supports the takeover offer of the bidder, namely for
the following reasons:

(i) The bidder is prepared to take a holding in D+S europe AG, adding
EUR 42,523,000.00 in cash to the company prior to the successful
conclusion of a take-over by way of a capital increase for cash of
about 8.71% of the current nominal capital at an issue price per
share corresponding to the tender price for the takeover bid
considered by the bidder in the amount of EUR 13.00, which
significantly exceeds the current market price. A fairness opinion of
NordLB obtained by Management arrives at the conclusion that the
tender price announced by the bidder of EUR 13.00 is fair and
adequate from the financial aspect at the present time.

(ii) According to the Investment Agreement the bidder agrees to
invest in D+S europe AG on a long-term basis and to accompany the
enterprise´s growth strategy as reliable financing partner, as
underpinned by participation in the capital increase for cash.

(iii) In the Investment Agreement the bidder is principally
committed to maintain-ing a minimum amount of holding of at least 50%
of the current nominal capital of D+S europe AG for a period of three
years.

(iv) According to the Investment Agreement the bidder intends to
maintain D+S europe AG´s independence as a listed enterprise in the
medium term and to leave its head office in Hamburg. In this
agreement the bidder expressed his full confidence in the present
business model of D+S europe AG and its Management as well as its
in-tention to make no changes to the personnel structure.

(v) The bidder does not intend to finance the takeover bid by
means of outside capital thus increasing D+S europe AG´s leverage, or
to effect a particular - possibly financed through outside capital -
dividend payment by D+S europe AG.

Moreover, in the Investment Agreement Management of D+S europe AG has
an-nounced in the scope of its duties and responsibilities according
to German law, to support the takeover offer of the bidder in
particular its obligations of care, loyalty and good faith as well as
other requirements covered by the German takeover act and subject to
an inspection to be performed after publication of the bidding
docu-ment.

The Management Board of D+S europe AG supports the entry of Apax as
core shareholder "We are happy that we have found in Apax a partner
and long-term oriented investor that supports and secures our future
growth strategy. D+S europe AG will benefit from the strong
financial resources of Apax, its extensive international network, and
its long experience in the consumer, technology and telecommunication
industries. In particular, financial support from a strong partner
such as Apax Funds is of enormous significance in the current
difficult financial environment. This allows the Management Team to
fully concentrate their energy on the operative challenges and the
resulting opportunities, knowing that we work from a position of
strength," says Dipl.-Ing. Achim Plate, CEO of D+S europe AG. "After
analysing different growth and financing alternatives, we have chosen
a strong partner in Apax, who will in the future provide us with
growth financed via equity, creating financial flexibility and
providing an at-tractive opportunity for our shareholders to realise
capital gains resulting from past, successful developments of D+S
europe AG".

Apax supports management´s growth strategy "The Apax Funds are
investing in a company that during the past years has devel-oped very
positively and with its successful management has achieved all its
growth objectives. The management has our full confidence and Apax
will fully back the con-tinuation of the current growth strategy,"
said Dr. Christian Näther, Partner at Apax Partners. Hamburg will
remain the company´s head office from where the highly motivated team
of D+S Europe AG will continue to lead the future growth of the
company. The Apax funds do not anticipate the conclusion of a
Domination and Profit and Loss Transfer Agreement. Apax will finance
the entire transaction out of equity, and thus does not rely on any
debt financing. The shares of D+S europe AG will continue to be
publicly traded as before using the tracker DSJ. All parts of the
transactions continue to be subject to clearance by the competent
authorities.

About D+S europe

With over 5,600 employees internationally D+S europe AG is the
leading solutions provider for comprehensive e-commerce and customer
contact management. Re-gardless of the communication channel, whether
via fixed or mobile network, Inter-net, TV or in writing, D+S europe
AG manages the contacts of internationally leading enterprises with
millions of private customers. For renowned brand manufacturers D+S
europe operates online shops and their Europe-wide e-commerce
business. D+S europe AG´s share is listed in Prime Standard and SDAX.
For further information please refer to www.dseurope.ag.

About Apax Partners

Apax Partners is one of the world´s leading private equity investment
groups. It op-erates across the United States, Europe, Israel and
Asia and has more than 30 years of investing experience. Funds under
the advice of Apax Partners total $35 billion around the world.
These Funds provide long-term equity financing to build and
strengthen world-class companies. Apax Partners Funds invest in
companies across its global sectors of Tech & Telecom, Retail &
Consumer, Media, Healthcare and Fi-nancial & Business Services. For
more information visit: www.apax.com.

end of announcement euro adhoc
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ots Originaltext: D+S europe AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

D+S europe AG

Thiess Johannssen

Director Corporate Communications

Fon: +49.40.4114-1400

Mobile: +49.171.8651683

E-mail: t.johannssen@dseurope.ag

Apax

Nicholas Wenzel

Communications & Network Consulting AG

Fon: +49.89.599 458-115

Mobile: +49.172.831 9266

E-Mail: Nicholas.Wenzel@CNC-Communications.com

Branche: Advertising
ISIN: DE0005336804
WKN: 533680
Index: SDAX, CDAX, Classic All Share, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade


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