euro adhoc: USU Software AG / Mergers - Acquisitions - Takeovers / USU Software AG planning acquisition of LeuTek to extend business service management portfolio

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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31.10.2006

Möglingen/Leinfelden-Echterdingen, 31 October 2006 - USU Software AG
(ISIN DE000A0BVU28), Möglingen, ("USU"), intends to acquire all
shares in LeuTek GmbH, Leinfelden-Echterdingen, ("LeuTek"). The
Management Board of USU and the shareholder of LeuTek today
established the key points of the agreement. The USU Management Board
is assuming that the transaction will be completed shortly.

LeuTek is a software company that develops and markets the systems
for the central management, monitoring and visualisation of the
components required for a company's IT operations. LeuTek therefore
adds monitoring and reporting, availability and service level
management to the USU IT Management Solutions portfolio. Using this
extended portfolio, USU will strategically position itself on the
market for business service management.

The company, which was founded in 1984, currently employs 45 people
for customers that operate in various industries, such as Allianz,
BMW, Deutsche Bundesbank, EnBW, LBBW, Swisscom and T-Systems. In
financial year 2005, LeuTek generated sales of more than EUR 7
million and a significant double-digit return on sales.

The purchase price for LeuTek will consist of a fixed seven-figure
cash component in EUR, an additional performance-related cash
component and 1.2 million shares in USU. The shares to be granted
will be issued by way of a non-cash capital increase from USU's
authorised capital.

Following the completion of the acquisition of LeuTek, USU is
planning to increase sales for the Group as whole to between EUR 32
million and EUR 33 million for financial year 2007, with a
consolidated net profit of significantly more than EUR 3 million.

End of ad hoc disclosure

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Issuer´s information and explanatory remarks concerning this ad-hoc
announcement:

By acquiring LeuTek, USU is rounding off its portfolio in the area of
business service management and, in future, will be offering
end-to-end IT lifecycle management from a single source: from
planning, budgeting and procurement of hardware and software through
portfolio management, service management and cost allocation and
transfer pricing based on actual usage to availability and
performance monitoring, as well as optimisation activities based on
these services for a company's or group's entire IT infrastructure.

With its ZIS System, ZISGUI and ZISSLM products, LeuTek monitors,
visualises and automates all the systems and processes relevant to IT
operations. These solutions allow customers to monitor
comprehensively the availability of their IT systems and business
process through to complex end-to-end monitoring, offer user
group-specific graphical presentation of all relevant information and
provide information on the performance and IT system reliability.
"These functionalities ideally supplement our Valuemation product
suite in the business division of IT management solutions," explained
USU's CEO Bernhard Oberschmidt. "We are therefore planning to
complete this acquisition promptly," Oberschmidt continued.

Following the acquisition by USU, LeuTek will be operated by its
current managers as an independent unit. "In particular, LeuTek's
success is due to the considerable dedication of our employees, to
whom we also wish to offer long-term prospects," stated Peter
Scheufler, Managing Director of LeuTek, adding a clear goal:
"Together with USU, using this new, comprehensive portfolio, we
intend to gain further market share, both on our domestic market and
internationally."

Following the completion of the acquisition, USU is planning to
increase sales for the Group as whole to between EUR 32 million and
EUR 33 million for financial year 2007, with a consolidated net
profit of significantly more than EUR 3 million. In future, more than
60% of sales should be generated by product business. After the
transaction, the Group as a whole will have around 1,000 product
installations at more than 400 customers. Just recently, the
independent US market research company Forrester included USU in its
TOP 5 global providers for IT asset management. "Even by
international standards, we have now reached a size that opens the
door to further growth options in global competition. We are
therefore anticipating ongoing and dynamic business development,"
said Oberschmidt, explaining the software company's new prospects.
The Company's financial situation will also remain sound after the
acquisition, and with no liabilities to banks and cash and cash
equivalents of more than EUR 6 million, it is well positioned for
further growth - both organically and by way of acquisitions.

Further information on the acquisition and the budget figures will be
announced by the Management Board of USU Software AG as part of the
analysts conference at this year's German Equity Forum at the
Frankfurt Fair Congress Centre on 27 November 2006 at 3:45 pm.

end of announcement euro adhoc 31.10.2006 09:38:56
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ots Originaltext: USU Software AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Contact:
USU Software AG USU Software AG
Investor Relations Corporate Communications
Falk Sorge Dr. Thomas Gerick
Tel.: 0 71 41 / 48 67 351 Tel.: 0 71 41 / 48 67 440
Fax: 0 71 41 / 48 67 108 Fax: 0 71 41 / 48 67 909
Email: f.sorge@usu-software.de Email: t.gerick@usu-software.de

Branche: Software
ISIN: DE000A0BVU28
WKN: A0BVU2
Index: CDAX, Prime All Share
Börsen: Baden-Württembergische Wertpapierbörse / regulated dealing
Frankfurter Wertpapierbörse / regulated dealing/prime
standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Bayerische Börse / free trade