Against payment in shares Columbus IT Partner A/S settles the purchase price for 100% of the shares in Guideix A/S

October 14, 2009 at 1:27 PM CEST
As announced in release no. 10/2009, Columbus IT Partner A/S has concluded a
conditional agreement about acquisition of 100% of the share capital in the
software company Guideix A/S. Guidiex A/S expects revenues of DKK 25m in 2009,
and the company has more than 13 years of experience with development,
implementation and operation of ERP solutions with focus on wholesale
businesses and the steel industry. The acquisition is part of Columbus IT
Partner A/S's strategic commitment to develop unique industry specific
solutions within carefully selected industries. 

As announced in release no. 10/2009, the completion of the transaction from
Columbus IT Partner A/S's side depended on the valuation report, which had to
declare that the value of the invested shares at least equals the fixed
consideration agreed, including the nominal amount of the shares (plus premium)
to be issued as payment in connection with the capital increase. 

The conditions for the completion of the transaction are fulfilled, and thus
the transaction will now be completed by way of a non-cash contribution made by
the shareholders in Guideix A/S of all shares in Guideix A/S to Columbus IT
Partner A/S against concurrent subscription of 2,132,196 new shares in Columbus
IT Partner A/S of a total market value of DKK 6m. 

After the share issue, the new shares will equal app. 2.69% of Columbus IT
Partners A/S's total share capital, which will be 79,304,620 shares of DKK 1.25
(nom.) or a total of DKK 99,130,775.00 (nom.). 

The Board of Directors has today approved the capital increase and the issuance
of shares will be com-pleted as soon as possible. 

The share subscribers, CHV af 11.10.2006 ApS, L1 Holding APS, CEFPC ApS and
Lillian Jensen have today signed the subscription list for the new shares. The
new shares will be issued at DKK 2.814 per share of DKK 1.25 (nom.). The price
is calculated as the average closing price of the transactions for the Columbus
IT Partner A/S share on NASDAQ OMX Copenhagen A/S the last 5 trading days prior
to 14th October 2009. 

Authorization to increase share capital
The capital increase is done by the Board of Directors exercising its
authorization in Art. 5.1 of the Articles of Association, according to which
the Board of Directors is authorized until 27th April 2014 to increase the
Company's share capital in one of more tranches by up to DKK 20,496,048.75
(nom.). Following the above-mentioned capital increase, DKK 17,830,803.75
(nom.) of the Board of Director's authorization will remain. When increasing
the share capital at market rates, the Board of Directors may decide that the
capital increase may be done without granting prior rights to the existing
shareholders of the Company. Similarly, the Board of Directors may decide that
the increase shall be done wholly or partially otherwise than by cash payment. 

Development of capital increase
As a consequence of the capital increase the share capital in Columbus IT
Partner A/S is subsequently constituted as follows: 
 


	                    Share capital  DKK nom.	Shares DKK 1.25 nom.

Share capital before 
14th October 2009	                  96,465,530.00	          77,172,424

Capital increase 
14th October 2009 at 
DKK 2.814  	                              2,665,245.00	           2,132,196

New share capital	                  99,130,775.00	          79,304,620



Ownership after the capital increase:

           Holdings before the capital increase Holdings after the capital
increase 
 	                      Shares  	  %	      Shares	%

Consolidated Holdings A/S	25,163,161	  32.61%	      26,976,166	34.02%

Gaardboe Holdings ApS	            13,012,461	  16.86%	      13,012,461	16.41%

Other shareholders	            38,996,802	  50.53%	      39,315,993	49.57%

Total	                       77,172,424	 100.00%	      79,304,620	100.00%


Rules applicable in relation to the new shares
With respect to the new shares, the same rules will apply as those applying to
existing shares, including eligibility for dividends for the financial year
2009. The company's financial year is 1st January to 31st December. The new
shares will be negotiable instruments and no restrictions will apply to their
negotia-bility. The new shares will be applied for listing on NASDAQ OMX
Copenhagen A/S in accordance with applicable rules. Taxation of individuals and
corporations residing in Denmark on dividends on shares occurs in accordance
with the, at any given time, applicable legislation on taxation on dividends of
indi-viduals and corporations. With respect to taxation of individuals and
corporations residing abroad please refer to the, at any given time, applicable
legislation for including relevant double taxation agreements. 

Scheduling of listing of shares
Immediately after the registration of the capital increase in the Danish
Commerce and Companies Agency, the new shares will be applied for listing under
the same stock code as the existing shares. The stock code (ISIN) for Columbus
IT Partner A/S's shares is DK0010268366. 

The transaction does not give cause for adjustments of Columbus IT Partner
A/S's previously announced expectations for 2009, cf. release no. 09/2009. 

The valuation report issued by our auditors in relation with the capital
increase is hereby published. 


Ib Kunøe				Claus E. Hansen
Chairman of the Board		           Chief Executive Officer
Columbus IT Partner A/S		Columbus IT Partner A/S


Contact for further details:
CEO Claus E. Hansen, or CFO Heine Thorsgaard, T: (+45) 70 20 50 00.

Translation: In the event of any inconsistency between this document and the
Danish language version, the Danish language version shall be the governing
version. 

 


Valuation report presented by the independent auditor

To the shareholders of Columbus IT Partner A/S, Central Business Reg No 13 22
83 45 
Management has appointed us as impartial, expert valuers pursuant to section 6b
of the Danish Compa-nies Act, see section 33 of the Danish Companies Act. The
valuation report is prepared in connection with the proposed increase of
capital in which all shares in Guideix A/S are to be contributed to Columbus IT
Partner A/S. 

Management of the Company is responsible for fixing the value of the
contributed assets. Our responsi-bility as valuers is to express an opinion on
the fixed value by Management of the contributed assets, including whether the
value of the contributed assets corresponds at least to the agreed
remuneration. 

Description of the contribution
The following assets have been contributed to the Company in connection with
the proposed increase of capital: 

1.	100% of the shares in Guideix A/S, Central Business Reg No 31 28 24 38 

The shares have been moderately estimated at fair value on the basis of an
independent measurement report dated 14 October 2009 which has been prepared by
Ernst & Young Transaction Advisory services. 

Our valuation has been based on the above measurement report from Ernst & Young
Corporate Finance, which is based on the discounted cash flow method. 

The fixed remuneration for the contribution amounts to DKK 6,000,000, which is
completed by issuing 2,132,196 shares (equivalent to DKK 2,665,245 nominal
value) of DKK 1.25 in Columbus IT Partner A/S at a price of 2.814. 

Valuation procedure
We have performed the valuation assignment in accordance with applicable Danish
auditing standards on other reasonable assurance engagements for the purpose of
obtaining reasonable assurance for our audit opinion. 

The valuation has been performed on the basis of an independent measurement
report dated 14 October 2009 which has been prepared by Ernst & Young
Transaction Advisory services. 

In connection with the valuation, we decided on whether the measurement methods
applied by Man-agement are appropriate in the circumstances, just as we have
assessed the reasonableness of the as-sumptions and examined the data, on a
test basis, which were applied in connection with the valuation. We believe
that the work performed is sufficient to provide a basis for our audit opinion. 

Opinion
In our opinion, the value of the contributed assets corresponds at least to the
agreed remuneration, in-cluding the par value of the shares plus a premium,
which are to be issued as remuneration in connection with the increase of
capital. 

Copenhagen, 14 October 2009

Deloitte 
Statsautoriseret Revisionsaktieselskab


Peter Skov Hansen  		           Bill Haudal Pedersen
State Authorised Public Accountant 	State Authorised Public Accountant