EQS-Adhoc: CompuGroup Medical SE & Co. KGaA: CVC announces a voluntary public tender offer based on an investment agreement concluded with CompuGroup Medical SE & Co. KGaA

Today, CompuGroup Medical SE & Co. KGaA (CGM or the Company), together with its general partner, CompuGroup Medical Management SE, its majority shareholder GT 1 Vermögensverwaltung GmbH (the Majority Shareholder), Kronen 2944 GmbH (to be renamed GT2 Beteiligungen und Software GmbH, GT2) as well as SCUR-Alpha 269 GmbH (to be renamed Caesar BidCo GmbH, the Bidder) and SCUR-Alpha 1776 GmbH (to be renamed Caesar HoldCo GmbH), both controlled by CVC Capital Partners plc (CVC), entered into an investment agreement on the terms and conditions of a strategic partnership with the Bidder (the Investment Agreement).

In accordance with the Investment Agreement, the Bidder today announces its intention to submit a voluntary public tender offer to the shareholders of CGM at an offer price of EUR 22.00 per share in cash (the Offer). This corresponds to a premium of approximately 51% over the volume-weighted average price of CGM-shares over the past three months. The Offer will stipulate a minimum acceptance threshold of 17% and will be subject, in particular, to merger control and other regulatory clearances. In the Investment Agreement, CGM’s general partner and supervisory board have agreed in principle to support the Bidder’s intention to pursue a potential delisting of CGM immediately after completion of the Offer.  Furthermore, the parties of the Investment Agreement have agreed to pursue a more efficient capital structure. To this end, various banks have undertaken to provide  credit facilities in the event of the takeover being completed.

The Majority Shareholder, Mr Frank Gotthardt and GT2 are to be regarded as related parties of CGM within the meaning of section 111a (1) sentence 2 AktG. The Majority Shareholder currently holds approximately 26.54% of the shares in the Company and all shares in GT2, while Mr Frank Gotthardt, the majority shareholder of the Majority Shareholder, holds 6.83% of the shares in the Company. The Majority Shareholder and Mr Frank Gotthardt are attributed the majority of the voting rights in CGM. At the same time, the Majority Shareholder is the sole shareholder of the general partner of CGM.

Furthermore, the Majority Shareholder and the Bidder have today entered into a shareholders’ agreement (the Shareholders’ Agreement). According to this agreement, the shareholder group around the Gotthardt Family will enter into a strategic partnership with the Bidder, subject to the completion of the Offer. Consequently, the members of the shareholder group around the Gotthardt Family will remain invested in the Company to the same extent as before. The parties have agreed not to enter into a domination and/or profit and loss transfer agreement for a period of two years following closing of the offer.  

The general partner and the Supervisory Board of the Company welcome the Offer and will carefully review the Offer document after its publication and issue a reasoned statement in accordance with Section 27 WpÜG. Subject to such review, they currently expect to recommend to the shareholders of CGM to accept the Offer.  

In addition to other corporate bodies of the Company and the general partner, the supervisory board of CGM has approved the conclusion of the Investment Agreement.