CVC exceeds minimum acceptance threshold for voluntary public tender offer for CompuGroup Medical – additional acceptance period expected to commence on 29 January

• Minimum acceptance threshold of 17% exceeded
• Tender offer successful (subject to regulatory approvals), paving the way for strategic partnership to take effect
• As of today, 17.46% of total shares in CompuGroup Medical tendered or acquired outside the offer
• Acceptance period to end on 23 January 2025 and additional two-week acceptance period to tender shares at EUR 22 per share expected to commence on 29 January 2025 until 11 February 2025

Koblenz, Frankfurt – CVC Capital Partners (“CVC”) exceeded the minimum acceptance threshold of 17% for the voluntary public tender offer for all outstanding shares of CompuGroup Medical SE & Co. KGaA (“CompuGroup Medical” or “CGM”) within the initial acceptance period. As of 22 January 2025, 11:00 hrs (CET), the voluntary public tender offer by a holding company, controlled by funds advised and managed by CVC, has been accepted for approximately 3.85% 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. 

Daniela Hommel, Chief Financial Officer of CompuGroup Medical, states: “Exceeding the minimum acceptance threshold marks the next milestone on our path towards the strategic partnership with CVC. With CVC, we will be ideally positioned to strengthen and expand our leadership in the e-health sector, aiming to provide the best solutions for our customers and their patients.”

Daniel Pindur, Managing Partner at CVC, said: “We are thrilled to have achieved this milestone and to partner with CompuGroup Medical. Together, we will seize opportunities in the rapidly evolving e-health market and drive the next chapter of their remarkable success story in the transformation of the healthcare sector.”

Shareholders of CompuGroup Medical can still tender their shares for EUR 22 per share within the initial acceptance period, which will continue until 23 January 2025 at 24:00 hrs (CET), and during the additional acceptance period, expected to commence on 29 January 2025 until 11 February 2025 at 24:00 hrs (CET). 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.

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 successful completion of the tender offer to initiate the delisting offer.

About the offer

On 9 December 2024, CompuGroup Medical and CVC announced a strategic partnership agreement, aiming to support the long-term innovation and growth strategy of CompuGroup Medical. Together, CompuGroup Medical and CVC plan to drive innovation in healthcare for the benefit of patients and healthcare providers worldwide.

As part of the agreement, CVC launched a voluntary public tender offer for all outstanding shares of CompuGroup Medical at a price of EUR 22.00 per share in cash. The shareholders around the founding family Gotthardt, who together hold around 50.1% of all shares, will retain their majority stake in CompuGroup Medical. The parties have agreed not to enter into a domination and/or profit and loss transfer agreement for a period of at least two years following the closing of the offer.

The offer represents 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 offer provides CompuGroup Medical shareholders with an opportunity to realize a significant portion of the future value potential of the company immediately and with high certainty.

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