DGAP-Adhoc: Reply Deutschland AG: Envisaged merger with Reply S.p.A. - share swap ratio and cash consideration offer

Reply Deutschland AG / Key word(s): Strategic Company Decision

24.05.2013 18:22

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Gütersloh, May 24 2013 - On 24 May 2013 the administration board of Reply
S.p.A. on one side as well as the management board and the supervisory
board of Reply Deutschland AG on the other side have approved the draft of
the merger plan according to Sec. 122a UmwG between Reply S.p.A. as
assuming entity and Reply Deutschland AG as transferring entity.

The draft of the merger plan comprises as consideration for the assumption
of the assets and liabilities of Reply Deutschland AG by merger according
to Sec. 122a et seq. UmwG the assignment of 5 shares in Reply S.p.A. for 19
shares of Reply Deutschland AG to the shareholders of Reply Deutschland AG
holding a participation at the time of the legal effectiveness of the
merger.

Furthermore, the draft of the merger plan comprises a reasonable cash
consideration according to Sec. 122i UmwG for shareholders, who declare
their contradiction to the approving merger resolution to protocol,
amounting to EUR 10.95 per share.

The merger plan requires for its legal effectiveness the approval of the
shareholders' meeting of Reply Deutschland AG. Such approval shall be
gained in the ordinary shareholders' meeting of Reply Deutschland AG.

The Management Board

In case of further questions please contact:

Michael Lückenkötter
Investor Relations
Director
Reply Deutschland AG
Bartholomäusweg 26
33334 Gütersloh
Tel.: +49 (5241) 5009-1017
E-Mail: m.lueckenkoetter@reply.de
www.reply.de

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Information and Explaination of the Issuer to this News:

About Reply Deutschland AG

Reply Deutschland is a leading IT service provider which provides
consulting, integration and outsourcing services for efficient corporate
management. For our innovative, flexible and reliable solutions of the
highest quality, we use adaptive and agile IT platforms and extend them
with customer-specific components. This makes it possible for our customers
to differentiate themselves in the market and creates long-term competitive
advantages. Our customers profit from our sound knowledge of the industry
they are operating in and the partnership-like cooperation with us. Reply
Deutschland is organized as a network of independent and highly-specialized
companies.

The inclusion in the network of the European-wide IT service provider Reply
gives Reply Deutschland additional access to the knowledge of over 3,800 IT
experts. In 2012, Reply had a turnover of over 494 million euros in the
main offices in Italy, Germany and the United Kingdom.

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Language: English
Company: Reply Deutschland AG
Bartholomäusweg 26
33334 Gütersloh
Germany
Phone: +49 (0)5241 5009-1017
Fax: +49 (0)5241 5009-1510
E-mail: m.lueckenkoetter@reply.de
Internet: www.reply.de
ISIN: DE0005501456
WKN: 550145
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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