euro adhoc: D+S europe AG / Mergers - Acquisitions - Takeovers / D+S europe AG: D+S europe AG and Apax conclude agreement for preparing a public takeover of D+S europe AG and for participation of Apa

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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15.04.2008

Hamburg. 15 April 2008. Today D+S europe AG (ISIN: DE0005336804) and
Pyramus S.à r.l. based in Luxemburg have concluded an agreement
(so-called Investment Agreement) in which Pyramus S.à r.l. as bidder
undertakes to submit a voluntary takeover bid to all shareholders of
D+S europe AG for purchase of all no-par shares of D+S europe AG
against payment of cash benefit in the amount of EUR 13.00 per share
in compliance with Section 4 of the Securities Acquisition and
Takeover Act. This bid price corresponds to a premium of about 43.6%
on the volume weighted average share price of D+S europe AG in the
past three months to today (source: Bloomberg).

Moreover Management and Supervisory Board of D+S europe AG announce
that today the Board with the consent of the Supervisory Board has
resolved to increase the nominal capital of D+S europe AG by about
8.71% by issuance of 3,271,000 new shares of D+S europe AG against
contribution in cash under exclusion of shareholders´ subscription
rights. In compliance with the obligation as laid down in the
Investment Agreement the bidder subscribed to these 3,271,000 new
shares at an issue price of EUR 13.00 per share. On account of this
capital increase for cash D+S europe AG´s nominal capital will
increase to EUR 40,842,941.

The bidder is an enterprise newly founded for the purpose of this
transaction which is controlled by several investment funds
counselled by Apax Wordwide Partners LLP.

According to the Investment Agreement execution of the takeover bid
will be subject only to anti-trust approval of the transaction, i.e.
it does not depend on achievement of a minimum acceptance rate or
other conditions. The takeover bid will be fully financed by Apax
Fonds equity capital. According to the Investment Agreement the
bidder does not intend to conclude a control and/or profit transfer
agreement with D+S europe AG.

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 takeover 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
maintaining 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 after publication of the
final acceptance results from the takeover bid, if such an amount of holding is
achieved in the course of the takeover or at a later date.

(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 intention 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
announced 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
document.

Furthermore, the bidder has concluded irrevocable obligations to
accept the takeover bid (so-called Irrevocable Undertakings) or
acquisition agreements with several institutional shareholders of D+S
europe AG such as the AvW Group, TOCOS Beteiligungsgesellschaft as
well as ASP Holding associated with the D+S Board member Sven
Heyrowsky. After capital increase the bidder has already secured 27%
of the shares in D+S europe AG according to his own proclamation.

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. Regardless of the
communication channel, whether via fixed or mobile network, Internet,
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.

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, Kapstadtring 10, 22297 Hamburg

Director Corporate Communications & Marketing

Thiess Johannssen, Telefon: +49 (0) 40.4114-1400, Telefax: +49 (0) 40.4114-3399

t.johannssen@dseurope.ag

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