Software AG Announces IDS Scheer AG Takeover Offer

* The merger will establish a new global player in infrastructure software and
Business Process Management (BPM)
* Software AG will make a cash offer for all outstanding shares of €15 per share

* IDS Scheer founder Prof. Dr. Dr. h.c. mult. August-Wilhelm Scheer and
co-founder Prof. Dr. Alexander Pocsay support the offer and will tender their
shares to Software AG (ca. 48% of the share capital of IDS Scheer)
* Software AG`s customer base will be more than doubled
* Software AG`s technology leadership in Business Process Management (BPM/BPA)
will be significantly and sustainably strengthened

RESTON, Va.--(Business Wire)--
Software AG (TecDAX, ISIN DE 0003304002 / SOW) today closed a contract with
Prof. Dr. Dr. h.c. mult. August-Wilhelm Scheer and Prof. Dr. Alexander Pocsay
for the transfer of ca. 48% of the outstanding shares of IDS Scheer (TecDAX,
ISIN DE 0006257009 /IDS). The sale of these shares will be part of a public
tender offer by SAG Beteiligungs GmbH, a wholly-owned subsidiary of Software AG,
starting in the current quarter. Software AG will offer €15 in cash per
outstanding share of IDS Scheer capital. This represents a purchase price for
the entire share capital of around €487 million. After obtaining regulatory
approval, the formal offer period will start in August and finish before the end
of September. As ca. 48% of the shares have been contractually secured it is not
necessary to set a minimum quota.

The term and conditions of the offer for outstanding shares will be detailed in
the offer document. The offer is subject to the approval of the relevant
antitrust authorities. Prof. Scheer, the founder and Chairman of the Supervisory
Board of IDS Scheer AG, and Prof. Pocsay, co-founder and Vice Chairman of the
Supervisory Board of IDS Scheer AG, have committed themselves to accepting the
offer for all of their IDS Scheer shares.

The transaction will create a global producer of infrastructure software And
Business Process Management software with more than 6,000 employees and more
than €1 billion in revenue. Software AG`s strengths: technology leadership in
middleware software, financial strength and a global presence will complement
IDS Scheer`s strengths: the modeling, implementation and controlling of business
processes, a strong partner network and a large service presence in their
approx. 7,500 customer base. IDS Scheer also offers extensive industry expertise
and direct access to vertical markets and a strong presence in the SAP
consulting business.

The combination of both leading technologically and complementary product
portfolios for the digitization and implementation of business processes of both
companies will be unique and give the combined company a sustainable and
strengthened competitive position in a rapidly consolidating software market. In
particular, by reaching a critical size in more key European markets, the
company market access will be significantly improved. In addition, the
consulting expertise of IDS Scheer will allow Software AG to increase market
penetration of its own products in industry-specific and large projects.
Software AG will benefit from increased visibility and influence in the growing
market for Business Process Management (BPM) technology. The merger will also
create a new powerful service provider for the integration of SAP solutions in
heterogeneous application landscapes. This will provide efficient, web-based IT
systems providing customers a real competitive advantage. The integration and
re-use of existing software on the basis of service-oriented Architectures (SOA)
allows customers to digitalize their business processes and provides a quantum
leap in productivity.

The joint company strategy will be clearly focused on growth. The growth drivers
will be increased revenue of the combined product offering, an enhanced market
access and the specialist expertise of IDS Scheer's consultancy business. This
consulting expertise will benefit customers-specific implementation of
service-oriented Architectures (SOA) and BPM solutions, particularly in an SAP
environment. The combination of the two successful business models is expected
to be accretive to Software AG`s operating earnings per share already in the
first full fiscal year of consolidation (2010).

For IDS Scheer business, the merger provides opportunities for enhanced growth,
for the long-term future and globalization of the ARIS brand as well as a
secure, long-term future in a consolidating software market. Both companies have
strong brands, an excellent global reputation and a high degree of cultural
affinity. Both IDS Scheer and Software AG employees will have the opportunity to
work for a large, rewarding company; the technology leader in infrastructure and
process management software with long-term and international career
opportunities. Software AG is confident that IDS Scheer management and the
entire workforce will support this initiative. Saarbrücken is today an important
location for the IT industry in Germany and will remain so.

Results 2nd Quarter 2009

According to preliminary figures, Software AG will report a total of
approximately €175-€177 million for the 2nd Quarter of 2009. This represents an
increase of 4-5 percent compared to the same quarter in 2008. Growth driver was
again largely due to the profitable product business (licenses and maintenance),
which increased by more than 8 percent to about €133 to €134 million meeting
expectations. Lower service revenue (approximately €42 to €43 million) than in
the previous year (€45.6 million) weakened growth, without affecting earning
power to any appreciable extent. Therefore, Software AG expects the 2nd Quarter
of 2009 will have an increase in the EBIT margin, compared to the previous year,
to about 25 percent (previous year: 24.3%) and a significantly improved free
cash flow (approximately €29 million, up more than 25 percent over the previous
year).

Outlook 2009

The proposed acquisition will change Software AG`s revenue expectations for the
full year 2009, to date forecast at four to eight percent growth (currency
adjusted). Depending on the date of first consolidation of IDS Scheer AG the
growth rate can be significantly exceeded. A concrete prognosis can only be
given after the closing of the acquisition, at the earliest with the results of
the 3rd quarter. This also applies to the forecast of synergies and the expected
EBITDA margin of the consolidated results.

Quotes

"Software AG and IDS Scheer complement each other perfectly. With the merger of
two technology leaders we will create a globally significant company. Our
expertise in business process management will be unique and will increase our
competitiveness in this growth market," said Karl-Heinz Streibich, CEO of
Software AG. "Our robust business model and stable business performance enables
Software AG to make this significant investment. We want to drive the strategic
development of the company even in economically difficult times," added
Streibich.

"After 25 years of success, the right time has come for IDS Scheer to look to
new horizons. Together, Software AG and IDS Scheer will further establish
Germany as an international IT location. The two companies, both in product as
well as consulting - make a perfect strategic fit. The staff of IDS Scheer
benefit from even broader prospects in the future and the ARIS methodology will
be sustainably established globally. I am optimistic about the joint development
of both companies," said Prof. Dr. Dr. h.c. mult. August-Wilhelm Scheer, major
shareholder and founder of IDS Scheer.

Software AG | 11700 Plaza America Drive| Suite 700 | Reston, VA 20190 | USA

With more than 1,000 U.S.-enterprise customers and 700 employees, Software AG's
U.S.operation contributes one third of the company's total revenue and is
Software AG's largest market presence and R&D location. Software AG has operated
nationwide in the U.S. since 1973 through a fully-owned subsidiary, Software AG
USA Inc., which is headquartered in Reston, Virginia - also an R&D hub for the
company`s core data management and integration technologies. R&D labs for the
development of Software AG`s webMethods product suite - offering SOA integration
and BPM solutions - include facilities in San José/Silicon Valley, Seattle and
Denver. For more information, visit www.softwareag.com/us.

Software AG is the world`s largest independent provider of Business
Infrastructure Software. Our 4,000 global enterprise customers achieve business
results faster by modernizing, integrating and automating their IT systems and
processes. As a result, they rapidly build measurable business value and meet
changing business demands. Based on our solutions, organizations are able to
liberate and govern their data, systems, applications, processes and services -
achieving new levels of business flexibility.

Our leading product portfolio includes solutions for high performance data
management, developing and modernizing applications, enabling service-oriented
architecture, and improving business processes. By combining our technology with
industry expertise and best practices experience, our customers improve and
differentiate their businesses - faster.

Software AG has 40 years of global IT experience and over 3,500 employees
serving customers in 70 countries. The company is headquartered in Germany and
listed on the Frankfurt Stock Exchange (TecDAX, ISIN DE 0003304002 / SOW).
Software AG posted total revenues of €721 million in 2008.

Software AG - Get There Faster

Detailed press information about Software AG including a picture and multimedia
database are available online: www.softwareag.com/press

Software AG
Cheryl Hawkins
Senior Manager, Public Relations
Telephone +1 703- 674-4115
Fax +1 703-674- 4061
Cheryl.Hawkins@softwareag.com
or
Norbert Eder
Vice President Corporate Communications
Telephone +49 (0) 6151- 92-1146
Fax +49 (0) 6151- 92-1444
Norbert.Eder@softwareag.com

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