6/20/2002 - At the recent Annual General Meeting a large majority (98.7%) of the shareholders of JUMPtec Industrial Computertechnik AG (SIN 609060) granted their approval to the merger with Kontron embedded computers AG (SIN 523990). The merger of JUMPtec and Kontron results in what is now the worldwide largest provider of Embedded Computer Technology (ECT) with more than 1,400 employees. In 2001 both companies would have achieved joint sales of approximately EUR 270 million, with an EBITDA margin of 10%. The shareholders also approved all further items on the agenda with a large majority.
In April 2002 both companies had already signed the merger contract and determined the final exchange conditions in line with the valuations by LKC and Deloitte & Touche. According to this, JUMPtec shareholders will receive 5 "new" Kontron shares for 7 JUMPtec shares and an additional cash compensation of EUR 0.01739 per JUMPtec share. The share swap is expected to take place in August 2002. With the approval from the JUMPtec Annual General Meeting the path is now clear for the final merger of the two companies with approval of the KONTRON Annual General Meeting on July 3, 2002.
"We anticipate that the process of integration will be smooth," stated Hans Mühlbauer, Chairman of the Board of Management of JUMPtec AG. As early as the first quarter 2002 JUMPtec and Kontron managed to achieve considerably improved conditions with the most important suppliers, thus realising initial synergy effects. Positive effects of approximately EUR 9 million are expected to result in the first year following the merger based on the increased purchase volume and the amalgamation of logistics and sales. Overall the Board of Management anticipates synergy effects of EUR 25 million within a period of 2 years. Sales of approximately EUR 302 million are planned for the entire group for the current financial year. The EBITDA margin is expected to rise to approximately 11%.
"By focusing on sections of different markets there are hardly any overlaps in the product portfolio. The JUMPtec components superbly supplement the systems and applications of Kontron. In the future we will be the first company able to offer the entire product and value-added chain in the ECT area all from the one source," said Mühlbauer. JUMPtec generated sales of EUR 78.1 million in 2001 (previous year: EUR 60.7 million). Net income for the year before goodwill depreciation achieved a record high of EUR 4.4 million after EUR 3.2 million in 2000.
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