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 in cash, representing a 51.1% premium over the three-month average share price as of December 6, 2024.

• The offer is subject to a minimum acceptance threshold of 17% and regulatory approvals, including antitrust clearance, with closing expected in the first half of 2025.

• Upon completion, the company intends to delist, with the founding family and related shareholders retaining a 50.1% majority stake, ensuring continued family ownership.

• No domination or profit and loss transfer agreement will be entered into for two years post-closing.

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

Strategic rationale and partnership details

• The partnership aims to accelerate innovation and growth, leveraging CVC's healthcare and software expertise and global network.

• Strategic priorities include operational excellence, product synchronization, and development of digital co-pilot functions for healthcare professionals.

• The collaboration targets investments in modern, data-driven products and enhanced service quality for healthcare professionals.

• Governance structure remains unchanged, with key leadership positions retained by the founding family.

• All parties are committed to the existing strategy focused on innovation and growth.

Shareholder impact and offer evaluation

• The offer price provides a significant premium to recent share prices and exceeds average broker and analyst target prices.

• Shareholders can realize immediate cash value, while those who do not tender retain exposure to future risks and opportunities.

• Fairness opinions from Deutsche Bank and J.P. Morgan support the offer price as fair.

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

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