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Voluntary Public Tender Offer for D+S europe AG published

15th May 2008
Pyramus S.à r.l., a company based in Luxembourg and controlled by funds advised by Apax Partners Worldwide LLP, today published the bidding document for its Voluntary Public Tender Offer to the shareholders of D+S europe AG.

•  BaFin allows the bidding document for a cash tender offer by Pyramus S.à r.l. to all shareholders of D+S europe AG to be published
•  Price: EUR 13.00 per share
•  Time period for acceptance: from 15 May 2008 to 3 July 2008
•  Apax has already secured around 56.34 percent of the share capital of D+S europe AG

Munich/Hamburg 15 May 2008 – Pyramus S.à r.l., a company based in Luxembourg and controlled by funds advised by Apax Partners Worldwide LLP, today published the bidding document for its Voluntary Public Tender Offer to the shareholders of D+S europe AG. The document has been approved by the Federal Financial Supervisory Authority (BaFin). The Public Tender Offer takes the form of a cash offer of EUR 13.00 per share and is being made to all the company's shareholders. The time period for acceptance begins today, as the offer is published, and ends on 3 July 2008 at 24:00 CEST.

The price represents a premium of around 44 percent on top of the three-month Volume Weighted Average Price prior to the announcement of the decision to submit the public tender offer. The submission of the offer, which is being financed entirely with equity from the Apax Funds, had already been agreed with the D+S Management Board as part of an investment agreement with D+S europe AG.

“We expect that many D+S shareholders will accept our offer at this attractive price,” said Dr. Christian J. Näther, Partner at Apax Partners. “We are looking forward to a successful partnership with D+S europe AG.”
The Apax Europe VII fund, which invests through Pyramus and is currently Europe's largest private equity fund, has already secured around 56.34 percent of the rights to vote by signing a cash capital increase, market purchases and agreements with several existing shareholders of D+S europe AG.

Apax is supporting the growth strategy of the current Management Board, and has assured that it will accompany the management on its existing course as a reliable financing partner in the future. In the bidding document, Pyramus has confirmed its intention to preserve the independence of D+S europe AG as a listed company in the medium term, and to keep its headquarters in Hamburg. D+S europe AG is therefore to remain a listed company, regardless of the acceptance quota of the public tender offer. Likewise, there is no intention to make changes to the employee structure.

The offer by Apax Partners is solely subject to clearance by the relevant authorities. There is no minimum acceptance quota.
The bidding document, which contains the details of the voluntary public tender offer, has been published online at www.pyramus-angebot.de. In addition, there are printed copies available for issue to D+S shareholders free of charge from Deutsche Bank AG, Junghofstraße 5-9, 60311 Frankfurt (Fax: +49 69 910 38794, E-Mail: dct.tender-offer@db.com).

About Apax Partners
Apax Partners is one of the world’s leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total more than $40 billion around the world. These Funds provide long-term equity financing to build and strengthen world-class companies. Apax Partners Funds invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services.

Note: Only the Apax investment funds advised by Apax make investments or purchases. When writing press releases, both for the sake of clarity and for legal reasons, please always note that Apax Partners Beteiligungsberatung GmbH, Munich is never an investor or a partner of Apax portfolio companies. Apax Partners Beteiligungsberatung GmbH acts exclusively as an advisor to investors.

About D+S europe 
With over 5,600 employees in various countries, D+S europe AG is the leading solutions provider for comprehensive e-commerce and customer contact management. Regardless of the communication channel, whether via fixed or mobile network, the internet, TV or in writing, D+S europe AG manages the contacts of internationally leading enterprises with millions of private customers. D+S europe operates online shops for renowned brands, as well as their Europe-wide e-commerce activities. D+S europe AG’s shares are listed in the Prime Standard and the SDAX.

Further information:
Nicholas Wenzel
CNC – Communications & Network Consulting AG
Phone: +49 172 831 9266
Email: nicholas.wenzel@cnc-ag.com