Monday, 23 April 2001

+++ Merging of INTRACOM S.A. and INTRASOFT S.A. +++

INTRACOM, Greece's largest telecommunications company, and INTRASOFT S.A., Greece's largest information technology company, are announcing their intention to merge.

INTRACOM currently holds a 35,15% stake in INTRASOFT S.A. .

INTRACOM's and INTRASOFT's Company Management will suggest to their respective Boards of Directors the merger of the two companies through the acquisition of INTRASOFT S.A. by INTRACOM. The merger will be conducted according to the regulations set in articles 69-77 of law K.N. 2190/1920 and articles 1-5 of law N. 2166/1993.

The 30th of April 2001 will be proposed as the date of the balance sheet transformation of INTRASOFT S.A. and of the accounting position of INTRACOM. The suggested share exchange parity of the Acquiring and the Acquired will be determined following the independent estimators counsel. The parity is expected to be announced at the end of the month. 

The merger is subject to the permits and approvals, set by Law, of the companies' General Assemblies and the proper Authorities. It is estimated that the merger will be completed in approximately six months.

The continuous and ever-accelerating technological convergence of telecommunications and information technology makes the merger of these two great companies not only purposeful and beneficial, but necessary as well. Great opportunities and big projects in the field will be increasingly awarded to companies with sufficient resources as well as expert know-how, in both the telecommunications networks and the information technology fields.

It is therefore certain that the strategically important decision for the merger of the two companies will turn out to be profitable for their shareholders, their clients and their personnel as well.

The new company, which will result from the merger, will have the ability to present total solutions, taking advantage of the synergies between the two existing companies and thus combining their financial value, which will be created for the profit of all shareholders. Furthermore, the company will have a strong and more productive capital structure, which will enable it to finance and take better advantage of future investment opportunities.

The new company will be larger both in operational size and in capitalization. This is an important advantage for a company traded in a developed market, as the Athens Stock Exchange will soon be, where comparisons are made with companies of immense size and where a competitive, flexible structure is prerequisite. The larger the size of the new company, the more advantageous such comparisons will be.

The new unified structure will further strengthen management effectiveness through the unification as well as the improved utilization of the excellent managers of the merging companies, and is one more step within the framework of INTRACOM's strategy for growth in a rapidly developing and expanding market, a market awash with new products and high quality services.

ALPHA FINANCE SA is the merger consultant.