COMPUGROUP MEDICAL AG (FRA:COP) CompuGroup Medical SE: CompuGroup acquires parts of Cerner's IT Healthcare business in Germany and Spain and prepares the Change of Legal Form into a Partnership Limited by Shares (Kommanditgesellschaft auf Aktien, KGaA)

Directive transparence : information réglementée

05/02/2020 08:08

DGAP-Ad-hoc: CompuGroup Medical SE / Key word(s): Takeover/AGM/EGM
CompuGroup Medical SE: CompuGroup acquires parts of Cerner's IT Healthcare business in Germany and Spain and prepares the Change of Legal Form into a Partnership Limited by Shares (Kommanditgesellschaft auf Aktien, KGaA)

05-Feb-2020 / 08:08 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Today, CompuGroup Medical SE and Cerner Corporation have entered into a purchase agreement regarding the acquisition of parts of Cerner's IT Healthcare portfolio in Germany and Spain. The Supervisory Board of CompuGroup has already approved the transaction today.

The key products of the acquired portfolio are "medico" and "Soarian Integrated Care", leading hospital information systems (HIS) in Germany, "Selene", a leading HIS in Spain, and "Soarian Health Archive", a document archiving solution for healthcare providers.

The purchase price amounts to EUR 225 million and is subject to a price adjustment mechanism upon the closing day. For 2019, the revenues of the acquired business were approximately EUR 74 million and had an EBITDA of approximately EUR 13 million. The customer base of the acquired business consists of 251 hospitals in Germany and of 65 hospitals in Spain.

Closing of the transaction is expected for the 3rd quarter of 2020 and is subject to merger control clearance and other closing conditions.

In addition, the Management Board and the Supervisory Board of CompuGroup Medical SE (CGM) have resolved today to propose to the shareholders' meeting of CGM on May 13, 2020 a change of the legal form of the company into a partnership limited by shares (Kommanditgesellschaft auf Aktien, KGaA). The general partner (persönlich haftender Gesellschafter/Komplementär) of the KGaA shall be a monistically structured European Company (SE), which is held directly or indirectly at 100% by the founder of CGM Frank Gotthardt as well as further members of the Gotthardt family and Dr. Reinhard Koop (collectively the majority shareholders of CGM). The change of legal form shall enable the company to obtain the greatest possible flexibility with a view to the financing of future growth and to maintain at the same time with the founding family Gotthardt an anchor shareholder which keeps up the entrepreneurial approach and the founding spirit.

The change of legal form does not change the share that investors own in CompuGroup Medical. They will hold the same number of no-par-value bearer shares in the KGaA as they do in CGM prior to the change of legal form. The aggregate number of no-par-value shares issued remains unchanged.

The Management Board will prepare a conversion report for the resolution proposal, which will be made available to the shareholders together with the invitation. The majority shareholders of CGM, the Gotthardt family together with Dr. Koop, have informed CGM that they support the change of legal form.

Claudia Thomé
Head of Investor Relations
CompuGroup Medical SE
email: claudia.thome@cgm.com
phone +49 261 8000 7030
phone +49 261 8000 6200

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Language: English
Company: CompuGroup Medical SE
Maria Trost 21
56070 Koblenz
Phone: +49 (0)261 8000 6200
Fax: +49 (0)261 8000 3200
E-mail: investor@cgm.com
Internet: www.cgm.com
ISIN: DE0005437305
WKN: 543730
Indices: MDAX, TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 968249

End of Announcement DGAP News Service

968249  05-Feb-2020 CET/CEST