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• 2011

S&T: Successful Realization of Investor Participation and Capital Increase

Quanmax AG and grosso holding GmbH new majority shareholders of S&T

• Capital increase by issuing 8 million new shares
• Wind of change in the company’s management
• EUR 58 million equity increases in a first step
• S&T profitable again in 2012

S&T receives a total of EUR 24 million from issuing new shares in two capital increases, thereof EUR 16 million directly flow to the company’s cash funds. This increase was registered in the commercial register after the Takeover Commission granted S&T the restructuring privilege and the Austrian Monopolies and Mergers Commission gave go ahead. The core shareholders Quanmax AG and grosso holding GmbH thus hold a total stake of approx. 70 % in S&T. The estimated closing of the transaction will be on November 28, 2011. Both investors will bindingly acquire further shares in a second capital increase in 2012 to an issue price of EUR 8 million.
Substantial debt relief was arranged with the financing banks and business partners to the amount of EUR 42 million, which will come into effect with the closing of the transaction.

Healthy balance sheet

As a consequence the balance sheet of the company will be fully cleansed and will boast an equity base of EUR 25 million after the conclusion of the first capital increase, a further equity inflow of EUR 8 million has been agreed for 2012.

The liquidity situation has significantly improved thanks to the new financial resources. Following the conclusion of the second capital increase in 2012, the two shareholders will hold an 80 % stake in S&T Group.

Refreshing change in management

The new supervisory board will consist of the following members: Erhard F. Grossnigg, Thomas Hoffmann, Werner Straubinger and Rudolf Wieczorek. This supervisory board will appoint Hannes Niederhauser and Leopold Heidegger as new management board members effective with closing of the transaction. Hannes Niederhauser will assume responsibility as Chairman of the Management Board of S&T and in order to support the restructuring of the company he will waive his CEO salary. Leopold Heidegger starts as Chief Financial Officer. Martin Bergler will resign as CFO and management board member, effective with the closing of the transaction. Peter Trawnicek and Peter Sturz are completing the new management team.

Hannes Niederhauser will assume responsibility as Chairman of the Management Board of S&T and Quanmax. Following his studies in electrical engineering at the Graz University of Technology, the Austrian-born manager worked as a developer of microchips and in the embedded computer segment. Prior to Quanmax he has been the main shareholder and CEO of Kontron AG from 1999 to 2007, which became the world’s largest provider in the field of embedded computing. Quanmax is a technology company which develops and implements IT solutions based on computer technology. Quanmax AG trades on the Prime Standard of the Frankfurt Stock Exchange, and is one of the biggest marketers of IT products in Austria featuring the brands chiliGREEN, MAXDATA and SecureGUARD, and operates in Germany and Switzerland on the basis of its new IT Solutions business area. With the acquisition of the IT service provider S&T, Quanmax will expand to the growth region of Eastern Europe.

Back to the profit zone

S&T will return to profitability in three phases. First, in the fourth quarter 2011, the focus lies on returning to “normal business operation”, winning back the confidence of customers, employees and suppliers.

The second phase, to be initiated next year, will make sure that business develops smoothly again based on a strategic reorientation and synergies opening with Quanmax.

Business in Austria will remain an important foothold. “We will have to change the business model of S&T Austria and strengthen sales efforts. But value creation will be enhanced with more technology and professional services”, comments Hannes Niederhauser, the future CEO of S&T. There are no plans to withdraw from any present markets. Most of S&T’s Eastern European subsidiaries are operationally profitable.

In a third phase, to be completed by the year 2015, customer access will be enhanced with international key account management. The company will focus more on research and development and will provide customers with its own products from a single source, in its role as a technology supplier.

“Close to three-quarters of S&T employees hold a university degree. We will benefit from this unique pool of expertise and skills to develop our own in-house solutions. At Quanmax we have the experience how to do this. We will then distribute our products via the combination of Eastern Europe and vertical markets“, Niederhauser says.