CompuGroup Medical issues joint reasoned statement recommending shareholders to accept CVC’s public delisting offer

CompuGroup Medical issues joint reasoned statement recommending shareholders to accept CVC’s public delisting offer

• Offer price of EUR 22.00 per share is considered fair and reasonable; Managing Directors, Administrative Board and Supervisory Board each recommend accepting the offer
• Acceptance period ends 24 June 2025 at 24:00 CEST
• CGM will be delisted regardless of the number of shares tendered

Koblenz - The Managing Directors, the Administrative Board and the Supervisory Board of CompuGroup Medical SE & Co. KGaA (CGM) have today published their joint reasoned statement in accordance with section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; "WpÜG"). The statement relates to the public delisting offer launched by Caesar BidCo GmbH, a holding company owned by investment funds advised and managed by CVC Capital Partners ("CVC"), on 23 May 2025 to all CGM shareholders.

After independently and carefully reviewing the delisting offer document published by CVC, the Managing Directors, the Administrative Board and the Supervisory Board of CompuGroup Medical reaffirm their support and recommend all CGM shareholders to accept the public delisting offer. The parties are confident that CGM’'s long-term investment and growth strategy can be implemented more effectively outside of the short-term expectations of the capital markets. This way, the delisting will benefit the company’s focus on significantly investing in modern cloud-based software products, data-based AI technology and improving customer success.

Daniela Hommel, CFO of CompuGroup Medical, said: “Following a thorough review of the delisting offer document, we as the Managing Directors can confidently reaffirm our support for the planned delisting of CGM. We believe that the offer price of EUR 22.00 per share is fair and provides our shareholders with the opportunity to realize value immediately and with a high degree of certainty. We are convinced that CGM can implement its long-term investment and growth strategy even better outside of the capital market’s short-term expectations.”

Philipp von Ilberg, Chairman of the Supervisory Board of CompuGroup Medical, said: “The delisting is a further important step in advancing CompuGroup Medical’s strategic goals. The Supervisory Board strongly supports the offer, as we believe it serves the best interests of the company and its stakeholders.”

The Managing Directors, the Administrative Board and the Supervisory Board consider the offer price of EUR 22.00 per share to be fair and reasonable. They have examined the offer document independently of each other. 

Following the completion of the delisting from the regulated market of the Frankfurt Stock Exchange (XETRA) and from the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, the management of CompuGroup Medical intends to promptly take action to terminate the inclusion of CGM shares in the open market (Freiverkehr) of the stock exchanges in Berlin (Second Regulated Market), Düsseldorf, Hamburg, Hanover, Munich, Stuttgart, as well as via Tradegate Exchange. Shareholders who choose to remain invested face the risk of reduced trading opportunities for their shares following a successful delisting process. Furthermore, legal requirements for financial reporting will entail significantly reduced disclosure obligations.

The acceptance period for the delisting offer during which the shareholders of CompuGroup Medical can tender their shares has commenced with the publication of the offer document on 23 May 2025 and ends on 24 June 2025 at 24:00 hours CEST. There will be no additional acceptance period, and the delisting offer will not be subject to any closing conditions. CGM will be delisted regardless of the number of shares tendered. The delisting is expected to be completed before CompuGroup Medical's Annual General Meeting scheduled for 1 August 2025.

Details on how the delisting offer can be accepted are set out in the offer document. Shareholders are advised to contact their respective custodian bank to tender their shares and inquire about any relevant deadlines set by their custodian bank, which may require action before the formal end of the acceptance period. The detailed offer can be found in the delisting offer document issued by CVC at https://www.practice-public-offer.com/en.

The joint reasoned statement of the Managing Directors, the Administrative and the Supervisory Board of CompuGroup Medical on the public delisting offer of CVC is available on the website of CompuGroup Medical: https://www.cgm.com/corp_en/company/ir-en/publications.html

The joint reasoned statement, any additions and/or additional statements on possible amendments to the delisting offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

About CompuGroup Medical SE & Co. KGaA

CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.

Important notes

This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell shares of CompuGroup Medical SE & Co. KGaA (the "CGM Shares"). The final terms of the Delisting Acquisition Offer as well as further provisions relating to the Delisting Acquisition Offer are exclusively disclosed in the delisting offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the Delisting Acquisition Offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents relating to the Delisting Acquisition Offer as they will contain important information. The offer document for the Delisting Acquisition Offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the Delisting Acquisition Offer is published on the internet at www.practice-public-offer.com together with further information.

The Delisting Acquisition Offer will be made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), the German Stock Exchange Act (Börsengesetz - BörsG) and certain securities laws of the United States of America ("United States") relating to cross-border delisting acquisition offers. The Delisting Acquisition Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, filings, approvals or authorizations for the Delisting Acquisition Offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the delisting offer document and any exemptions to be granted by the relevant regulatory authorities, no Delisting Acquisition Offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of the relevant national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the Delisting Acquisition Offer would be prohibited by applicable national law.

The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG and/or their subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the Delisting Acquisition Offer, acquire CGM Shares in a manner other than pursuant to the Delisting Acquisition Offer via the stock exchange or over-the-counter or conclude corresponding acquisition agreements, provided that this is done outside the United States and in accordance with applicable German law, in particular the WpÜG, and provided that the Delisting Acquisition Offer Price is increased in such a way that it corresponds to any higher consideration paid outside the Delisting Acquisition Offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 (2) WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at https://www.practice-public-offer.com/en

The Delisting Acquisition Offer announced by this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements and regulations and disclosure practices applicable to listed companies in the Federal Republic of Germany, which differ in certain material respects from those in the United States and other jurisdictions. This press release has been prepared in accordance with German law and practice in order to comply with the laws of the Federal Republic of Germany. The financial measures included elsewhere, including in the delisting offer document, relating to the Bidder and CGM have been prepared in accordance with the regulations applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States and therefore may not be comparable to financial measures relating to U.S. companies or companies from jurisdictions other than the Federal Republic of Germany.

The Delisting Acquisition Offer is being made in the United States pursuant to the so-called Tier 2 cross-border exemption from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption allows the Offeror to comply with certain substantive and procedural requirements of the Exchange Act for delisting tender offers by following the law or practice of its home jurisdiction and exempts the Offeror from compliance with certain other requirements of the Exchange Act. United States shareholders are advised that CGM is not listed on any U.S. securities exchange, is not subject to the periodic requirements of the U.S. Exchange Act and is not required to file or furnish reports with the U.S. Securities and Exchange Commission.

CGM Shareholders resident, located or ordinarily resident in the United States should note that the Delisting Tender Offer relates to securities of a company that is a foreign private issuer under the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The delisting tender offer is being made in the United States pursuant to the so-called cross-border Tier 2 exemption from certain requirements of the Exchange Act and is generally subject to the disclosure and other requirements and procedures in the Federal Republic of Germany, which differ from the requirements and procedures in the United States. To the extent that the Delisting Acquisition Offer is subject to U.S. securities laws, such laws apply only to CGM Shareholders who are domiciled, resident or ordinarily resident in the United States, and no other person will have any rights under such laws.

Any agreement entered into with the Bidder as a result of the acceptance of the Delisting Acquisition Offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce rights and claims arising in connection with the Delisting Acquisition Offer under U.S. securities laws (or other laws with which they are familiar) because the Bidder and CGM are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

To the extent that this press release contains forward-looking statements, these are not statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements reflect the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but do not constitute a guarantee for their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will change their intentions and assessments expressed in documents or announcements or in the delisting offer document.