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Koblenz, Frankfurt – At the end of the initial acceptance period of the voluntary public tender offer to all shareholders of CompuGroup Medical SE & Co. KGaA (‘CompuGroup Medical’ or ‘CGM’), CVC Capital Partners (‘CVC’) holds 20.43% of the total share capital and voting rights of CompuGroup Medical, directly or via instruments. CVC has thus exceeded the minimum acceptance threshold of 17%. Within the initial acceptance period, the voluntary public tender offer by a holding company, controlled by funds advised and managed by CVC, has been accepted for approximately 6.81% of the total share capital and voting rights of CompuGroup Medical. In addition, 13.62% of the total share capital and voting rights have been acquired through share purchases outside the offer, which are currently held by CVC directly and via instruments.
Remaining shareholders of CompuGroup Medical can still tender their shares during an additional acceptance period, which begins on 29 January 2025 and ends on 11 February 2025 at 24:00 hours (CET). The offer price of EUR 22 per share corresponds to a premium of 51.2% to the three-month volume-weighted average price preceding the announcement of the intention to launch the public tender offer and a premium of 33.5% to the closing price of CompuGroup Medical’s shares on 6 December 2024, the last close prior to the announcement of the tender offer.
The management of CompuGroup Medical and CVC have agreed to take the company private by way of a delisting offer immediately following the closing of the tender offer. CVC does not intend to increase the offer price for purposes of the delisting offer. Shareholders who remain invested will face the risk of holding an illiquid and unlisted stock with limited financial reporting and uncertainty if any retained shares can be sold at an adequate price. CVC does not require any further shares following the successful completion of the tender offer to initiate the delisting offer.
Details on how the tender offer can be accepted are set out in the offer document. CompuGroup Medical shareholders should contact their respective custodian bank to tender their shares and inquire about any relevant deadlines set by their custodian bank that may require actions prior to the formal end of the additional acceptance period.
The voluntary public tender offer remains subject to the completion of the regulatory conditions outlined in sections 12.1.1 and 12.1.2 of the offer document. Closing of the transaction is expected in Q2 2025.
In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document (including an English-language convenience translation thereof) and other information in connection with CVC's public tender offer have been made available on the following website after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht): www.practice-public-offer.com
For questions regarding the offer, shareholders can contact the information hotline at +49 69 95179985 (Monday to Friday, 09:00 to 18:00 hrs CET) or by email at cgm-offer@investor.sodali.com
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