Integralis expecting high non-recurring expense in the third quarter
Ad hoc announcement in accordance with Section 15 of the Securities Trading Act
07 October 2009: On 07 October 2009, NTT Communications Deutschland GmbH (“NTT Com”) announced
that it had acquired 75,19 percent of Integralis AG's shares. In connection with the successful completion of the takeover bid, Integralis will be reporting high non-recurring expense of around € 4.4 million in the third quarter of 2009. This is due to the remeasurement of deferred tax assets and payments in conjunction with the closing of the offer process.
Over the last two years, Integralis AG has recognized deferred tax assets on existing unused tax losses in accordance with IFRS on the assumption that these unused tax losses would probably be available for future use. With NTT Com's entry into Integralis as a strategic partner and the acquisition of more than 50% of its capital, all unused tax losses have been extinguished under German tax law. This means that deferred tax assets of € 3.1 million previously recognized must now be reversed in accordance with IAS 12.
In addition, professional fees and salaries for consultants and management staff at Integralis became due for payment upon the completion of the takeover bid. The non-recurring expense recognized in the third quarter in connection with NTT Com's takeover bid comes to around € 1.3 million and, as stated in the interim financial report, is expected to total around € 2.0 million for the year as a whole.
Furthermore, the management board of Integralis had decided to discontinue the company's activities in China, which will most likely result in an additional loss of ca. € 2.2 million. In July 2008, the company has started to build a bridgehead into China in conjunction with China Managed Services (CMS) and to finance CMS's Chinese subsidiary until it reached the break-even threshold. The plan had been for the CMS Chinese business to be taken over under the terms of an asset deal in 2009 subject to the achievement of revenue and profit targets. As the agreed goals have not been achieved, the management board took the decision, to terminate the existing contractual relationship and to call the loans granted.
The full interim report on the first nine months of 2009 will be published on 10 November 2009 as planned.
Contact:
Integralis AG (Investor Relations)
Peter Banholzer
Tel.: +49 89 945 73 178
ir@integralis.com
peter.banholzer@integralis.com
www.integralis.com
About Integralis AG
As a leading international provider of IT security solutions, Integralis offers its customers skilled consulting and bespoke solutions for protecting their critical business processes. Incorporating leading technologies, skills, experience and strategic partnerships, the Integralis product portfolio is targeted at planning, implementing and operating enterprise-wide information security architectures. With its structured methodical and technical
consulting and implementing services, the Integralis consulting team supports customers' IT security projects. Integralis offers its customers multilingual support in the ongoing operation of their security systems all around the world on a 7/24 basis. The range of services comprises a telephone hotline, remote monitoring and administration as well as on-site support. With a global network of branches, Integralis serves a large
number of bluechip companies, government authorities and many national and international enterprises. Integralis AG is listed in Deutsche Börse AG’s Prime Standard. With 511 employees, it generated revenues of EUR 169 million in 2008. Further information on Integralis is available on the Internet at www.integralis.com.