BRAIN FORCE HOLDING AG, Vienna, today took over the remaining shares of almost 5 percent of Brain Force Financial Solutions AG, Munich. Objections and claims of nullity which were tabled against the resolution of Brain Force Financial Solutions AG's shareholders' meeting held on February 23, 2006, have been settled by way of composition with the complainants. As a consequence, the decision taken at the shareholders' meeting, i.e., transferring the shares of the remaining shareholders to BRAIN FORCE HOLDING AG pursuant to § 327a clause 1 AktG (Companies Act), was entered in the commercial registry on July 17, 2006. All shares of the remaining shareholders of Brain Force Financial Solutions AG thereby have been legally transferred to BRAIN FORCE HOLDING AG.
With this move, the holding company can further pursue its objective of merging Brain Force Financial Solutions AG with German BRAIN FORCE Software GmbH. It is intended to effect the merger retroactively from a fiscal point of view as from January 1, 2006. Apart from the operational synergies, BRAIN FORCE Software will thereby have the chance of gaining substantial tax advantages. For instance, Brain Force Financial Solutions AG has recorded accumulated deficits of approximately EUR 60 million, which might now be registered against BRAIN FORCE Software GmbH and its subsidiary BRAIN FORCE Hamburg GmbH.
By virtue of such accumulated deficits, the actual tax burden of the German entities will be reduced by approx. EUR 200,000 in the first quarter 2006 alone. Thus the holding company's profit for that period will be increased by almost 28 percent to a healthy EUR915,000. The tax relief will continue in the second quarter, which has already ended, and in the following quarters as well.