CompuGroup Medical (COP) Investor Update summary

Transaction overview

• CVC Capital Partners will launch a voluntary public tender offer for all outstanding shares at €22.00 per share, representing a 51.1% premium over the three-month average share price as of December 6, 2024, and a 33.5% premium to the last closing price.

• The founding family and Dr. Koop will retain a 50.1% majority stake, maintaining the company’s family-owned structure.

• The offer is subject to a minimum acceptance threshold of 17% and regulatory approvals, including antitrust clearance.

• Upon completion, a delisting from the stock exchange is planned, with no domination or profit and loss transfer agreement for at least two years post-closing.

• The management and supervisory boards intend to recommend acceptance of the offer, pending review of the offer documentation.

Strategic rationale and partnership details

• The partnership aims to accelerate innovation and growth, focusing on cloud-based, AI-powered, and data-driven healthcare solutions.

• CVC brings deep industry expertise and an international network, supporting operational excellence, product synchronization, and digital transformation.

• The partnership aligns with the current strategy, including the development of a Digital Co-Pilot for healthcare professionals and enhanced patient journey modules.

• CompuGroup Medical will remain family-owned, with continuity in leadership; Frank Gotthardt will remain Chairman and Prof. Dr. med. Daniel Gotthardt will continue as CEO.

• CVC aims to become a long-term anchor shareholder, supporting the company’s strategy and maintaining its headquarters and locations.

Shareholder implications and offer evaluation

• The €22.00 offer price exceeds both recent average share prices and analyst target prices, providing immediate cash value to shareholders.

• Shareholders can accept the premium offer or retain their shares and associated risks, while the founding family continues to bear operational risks.

• The offer contemplates a subsequent delisting from the stock exchange.

• Continued high investment in innovation and growth is planned under private ownership.

• No immediate clarity on dividend treatment; decisions will depend on future shareholder meetings and regulatory progress.