The exchange offered by Brain Force Holding AG (BFH) to the shareholders of BFFS (ISIN: DE000A0D66R9/WKN: A0D66R) since August 23, 2005 has been very well received. The shareholders of BFFS can exchange one share for one BFH share. In addition, they will receive an extra payment of EUR 0.50 in cash.
There is also another option: If the price of the BFH share should close on the last day of the offer in the XETRA system below EUR 4.00, a payout of the difference beneath EUR 4.00 will be guaranteed. Thus shareholders of BFFS will in any case receive a minimum value of EUR 4.50.
"This is quite an attractive offer", explains Helmut Fleischmann, CEO of Brain Force Holding AG. This is particularly so as BFH's business is currently undergoing a very successful development. In the last financial year, BFH managed after quite some time to achieve a positive net result again. What's more, following a loss of EUR 1.95 million, the result of EUR 2.03 million demonstrated a very significant upswing. Sales increased from EUR 60 million to EUR 64 million. BFFS, as a relatively small provider operating only in Germany, achieved sales of less than 10% of BFH's turnover.
"As a shareholder in BFH, you will be investing in a broadly organised enterprise that has achieved an operating profit for quite a few years now", states Mr. Fleischmann. In addition, BFH is internationally organised and is therefore less vulnerable to economic fluctuations or dips in regional markets. "We have a broad product and service portfolio which makes BFH a well diversified player", concludes the CEO.
"Being a shareholder in a subsidiary of a listed company doesn't make sense", explains Mr. Fleischmann. "If the parent company constantly increases its shares and meanwhile holds 85 percent, the strategy, i.e., to remove BFFS from the stock exchange, can be clearly seen."
The exchange offer is limited to 177,094 new shares resulting from the last capital increase. These have not yet been released for trading. "Permission would only be given for the open market, as already announced", says Mr. Fleischmann. That trade however cannot be compared with the regulated market where the BFH share is quoted. "Accordingly, shareholders of the new BFFS share would immediately get a stock quoted on the regulated market with a trading volume of 50,000 shares per day."
The period for which the exchange offer is valid will expire at 4.00 p.m. CEDT on September 19, 2005. An extension is not planned. The only applicable detailed documents are available for interested BFFS shareholders on request (phone no.: +43/1/2630909-12). They can also be downloaded from BRAIN FORCE HOLDING AG's website www.brainforce.com from the link Investors and from the website of VEM Aktienbank AG www.vem-aktienbank.de.
There is also another option: If the price of the BFH share should close on the last day of the offer in the XETRA system below EUR 4.00, a payout of the difference beneath EUR 4.00 will be guaranteed. Thus shareholders of BFFS will in any case receive a minimum value of EUR 4.50.
"This is quite an attractive offer", explains Helmut Fleischmann, CEO of Brain Force Holding AG. This is particularly so as BFH's business is currently undergoing a very successful development. In the last financial year, BFH managed after quite some time to achieve a positive net result again. What's more, following a loss of EUR 1.95 million, the result of EUR 2.03 million demonstrated a very significant upswing. Sales increased from EUR 60 million to EUR 64 million. BFFS, as a relatively small provider operating only in Germany, achieved sales of less than 10% of BFH's turnover.
"As a shareholder in BFH, you will be investing in a broadly organised enterprise that has achieved an operating profit for quite a few years now", states Mr. Fleischmann. In addition, BFH is internationally organised and is therefore less vulnerable to economic fluctuations or dips in regional markets. "We have a broad product and service portfolio which makes BFH a well diversified player", concludes the CEO.
"Being a shareholder in a subsidiary of a listed company doesn't make sense", explains Mr. Fleischmann. "If the parent company constantly increases its shares and meanwhile holds 85 percent, the strategy, i.e., to remove BFFS from the stock exchange, can be clearly seen."
The exchange offer is limited to 177,094 new shares resulting from the last capital increase. These have not yet been released for trading. "Permission would only be given for the open market, as already announced", says Mr. Fleischmann. That trade however cannot be compared with the regulated market where the BFH share is quoted. "Accordingly, shareholders of the new BFFS share would immediately get a stock quoted on the regulated market with a trading volume of 50,000 shares per day."
The period for which the exchange offer is valid will expire at 4.00 p.m. CEDT on September 19, 2005. An extension is not planned. The only applicable detailed documents are available for interested BFFS shareholders on request (phone no.: +43/1/2630909-12). They can also be downloaded from BRAIN FORCE HOLDING AG's website www.brainforce.com from the link Investors and from the website of VEM Aktienbank AG www.vem-aktienbank.de.