Delisting of CompuGroup Medical will take effect at the end of 24.

EQS News: Delisting of CompuGroup Medical will take effect on June 24, 2025 (German)
Effective June 2025
EQS News: CompuGroup Medical SE & Co. KGaA / Key word(s): Delisting Effective June 2025 19.06.2025 / 11:21 CET/CEST The issuer/publisher is responsible for the content of this announcement. --------------------------------------------------------------------------- * Frankfurt Stock Exchange confirms delisting at the end of Offer period of the public delisting offer of CVC Capital Partners * CGM shareholders can still purchase shares until 24 June 2025 at 24:00 CEST offer * Delisting Offer is not subject to any closing conditions and Delisting is carried out regardless of the number of tendered Shares * After delisting, significantly lower financial reporting and limited tradability of shares to be expected * Withdrawal from the stock exchange enables CompuGroup Medical to focus more on the implementation of the long-term innovation and growth strategy Koblenz - CompuGroup Medical SE & Co. KGaA ("CompuGroup Medical" or "CGM") was informed today by the Frankfurt Stock Exchange that that the requested revocation of the admission of its shares to trading on the regulated market under ISIN DE000A288904 and in the sub-area of regulated market with additional post-admission obligations (Prime Standard) will take effect on 24 June 2025. CompuGroup Medical is also listed on the stock exchanges in Berlin (in the sub-segment Berlin Second Regulated Market), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart and the electronic trading system Tradegate Exchange suggest that the shares of the company are immediately sold after the effective date of the Delisting as of June 24, 2025, no longer in the over-the-counter market at these exchanges and existing quotations with effect from this Time can be set. Once the delisting takes effect, all shares listed in regulated market of the Frankfurt Stock Exchange Transparency obligations, in particular the ad hoc publicity obligation and the Obligation to prepare half-yearly financial reports and Quarterly reports. The planned delisting is part of a partnership between CGM and CVC Capital Partners ("CVC"), which was announced on December 9, 2024. Together CompuGroup Medical and CVC want to promote innovations in healthcare which patients and Healthcare providers worldwide benefit. As part of this partnership, CVC published a voluntary public takeover offer to all CGM shareholders. With the completion of the Offer on 2 May 2025, the strategic partnership between CVC and CGM officially came into force. Subsequently, CompuGroup Medical and CVC announced the Signing of an agreement on the delisting of CGM. For this purpose, CVC launched a public delisting offer on 23 May 2025 to all shareholders of CompuGroup Medical in the amount of 22.00 euros in cash Shareholders can accept the offer until 24 June 2025, 24:00 CEST. The Delisting Acquisition Offer is not subject to Closing Conditions and will therefore be immediately effective upon expiry of the Acceptance Period completed, regardless of the number of shares tendered. After independent and careful review of the information published by CVC Offer document has been signed by the Managing Directors, the The Board of Directors and the Supervisory Board of CompuGroup Medical to the shareholders recommended by CGM to accept the public delisting offer. About CompuGroup Medical SE & Co. KGaA CompuGroup Medical is one of the leading e-health companies worldwide and generated annual sales of 1.15 billion euros in 2024. The The company’s software products to support all medical and organizational activities in doctor’s offices, pharmacies, laboratories, Hospitals and social institutions that provide information services for all those involved in healthcare and the web-based personal Health records contribute to a safer and more efficient healthcare system. The basis of CompuGroup Medical services is the unique Customer base, including doctors, dentists, pharmacies, other healthcare professionals in outpatient and inpatient facilities as well as insurance and Pharmaceutical company. CompuGroup Medical maintains its own locations in 19 countries and sells products in 60 countries worldwide. More than 8,700 highly qualified employees stand for sustainable Solutions for ever-growing demands in healthcare. Important instructions This press release does not constitute an offer to purchase or a Invitation to submit an offer to sell shares in CompuGroup Medical SE & Co. KGaA (the "CGM Shares"). The final terms of the delisting acquisition offer and further the delisting acquisition offer The relevant provisions are exclusively in the version published by the Federal Institute for Financial Services Supervision authorized for publication Offer Document. Caesar BidCo GmbH (the "Bidder") reserves the right proposes to deviate from the final terms of the Delisting Offer to deviate from the key points presented here, as far as this is legally permissible Investors and holders of CGM shares are strongly advised to Offer document and all other documents related to the Delisting Acquisition Offer related documents as they contain important information The offer document for the Delisting Acquisition Offer (in German language and a non-binding English translation) with the detailed conditions and other information on the delisting acquisition offer is available along with further information on the Internet at www.practice-public-offer.com published. The Delisting Acquisition Offer will be made solely on the basis of the applicable provisions of German law, in particular the Securities Acquisition and Takeover Act (WpÜG), Stock Exchange Act (BörsG) and certain securities laws of the United States from America ("United States") via cross-border Delisting acquisition offers are carried out. The delisting acquisition offer is not in accordance with the legal requirements of other legal systems other than the Federal Republic of Germany or the United States (where applicable). Accordingly, outside the Federal Republic of Germany or the United States (as far as applicable) no notices, notifications, approvals or Approvals for the Delisting Acquisition Offer have been submitted, initiated or Investors and holders of CGM shares cannot rely on invoked by the investor protection laws of a jurisdiction other than the Federal Republic of Germany or the United States (as applicable) Subject to the terms and conditions described in the Offer Document Exceptions and, where appropriate, by the relevant supervisory authorities exemptions granted, no delisting acquisition offer will be made, either directly nor indirectly, in those jurisdictions where this would constitute a violation of the respective national law. This This press release may not be reproduced, in whole or in part, in any jurisdiction published or otherwise distributed in which the Delisting acquisition offer in accordance with applicable national law would be prohibited. The Bidder and/or persons acting jointly with the Bidder within the meaning of of Section 2 Para. 5 WpÜG and/or their subsidiaries within the meaning of Section 2 Para. 6 WpÜG, CGM shares may be acquired during the term of the delisting offer in a manner other than pursuant to the Delisting Acquisition Offer on the stock exchange or acquire over-the-counter or conclude corresponding acquisition agreements, provided that this occurs outside the United States and in accordance with the applicable German law, in particular the WpÜG, and provided that the Delisting Offer Price is increased in such a way that this may be outside the delisting acquisition offer higher consideration paid. Information about corresponding Acquisitions or acquisition agreements are made in accordance with Section 23 (2) WpÜG in Federal Gazette. This information is also published in a non-binding English translation on the Bidder's website published at www.practice-public-offer.de. The delisting acquisition offer announced with this press release refers to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the Publication obligations and regulations and the Publication practice in the Federal Republic of Germany for listed companies and are located in certain material Aspects of those in the United States and other jurisdictions This press release was prepared in accordance with German style and practice to comply with the laws of the Federal Republic of Germany. contained elsewhere, including in the Offer Document, relating to the Bidder and the financial figures relating to CGM are in accordance with the regulations applicable in the Federal Republic of Germany and not in accordance with the United States generally accepted accounting principles; they may therefore not be consistent with Financial indicators comparable to those relating to US companies or companies from legal systems other than the Federal Republic of Germany. The Delisting Offer will be made in the United States on the Basis of the so-called cross-border Tier 2 exemption from certain provisions of the US Securities Exchange Act of 1934 as amended as amended (the "Exchange Act"). This exception enables the bidder to exercise certain substantive and procedural Exchange Act provisions for delisting tender offers by that he respects the law or practice of his home jurisdiction and exempts the bidder from compliance with certain other provisions of the Exchange Act. Shareholders from the United States will pointed out that the CGM is not involved in a US Stock Exchange, does not meet the regular requirements of the Securities Act and does not file any reports with the US Securities and Exchange Commission. CGM shareholders with their residence, registered office or habitual abode in the United States, should note that the Delisting offer relates to securities of a company that is a foreign private issuer within the meaning of Exchange Act and whose shares are not subject to Section 12 of the Exchange Act The Delisting Offer is being made in the United States States on the basis of the so-called cross-border Tier 2 exemption from certain requirements of the Exchange Act and is generally subject the disclosure and other rules and procedures in the Federal Republic of Germany, which deviates from the regulations and procedures in the United States. To the extent that the Delisting Acquisition Offer subject to U.S. securities laws, these laws apply exclusively to CGM shareholders with their residence, registered office or habitual abode in the United States, and no other person shall have any claim from these laws. Any contract entered into with the Company as a result of the acceptance of the Delisting Acquisition Offer Bidder is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted accordingly. For shareholders from the United States (or from jurisdictions other than Germany) it can be difficult to assert rights and claims arising in the in connection with the Delisting Acquisition Offer, in accordance with the provisions the US Securities Act (or other laws known to them) enforce, as the Bidder and CGM are located outside the United States (or the jurisdiction in which the shareholder is resident) and their respective managers and board members are Residence outside the United States (or the jurisdiction in which the shareholder is resident). It may be impossible to Non-US companies or their officers and directors a non-US court for violations of US securities laws It may also be impossible to sue a non-US company or its subsidiaries to submit to the judgment of a to be submitted to a US court. To the extent that this press release contains forward-looking statements, These are not statements of fact and are replaced by the words "intend", "will" and similar expressions. These Statements reflect the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current, best knowledge of the Bidder’s plans, estimates and forecasts and of persons acting jointly with it, but do not constitute a guarantee for their future accuracy (this applies in particular to circumstances that outside the sphere of influence of the Bidder or the jointly acting persons). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and in generally beyond the control of the bidder or the joint ventures It should be taken into account that the actual results or consequences in the future could differ materially from those the forward-looking statements stated or contained It cannot be ruled out that the Bidder and the persons acting jointly with it, their rights contained in documents or communications or change the intentions and assessments expressed in the offer document become. --------------------------------------------------------------------------- 19.06.2025 CET/CEST Publication of a corporate news/financial news, transmitted by EQS News - a service of the EQS Group. The issuer/publisher is responsible for the content of this announcement. The EQS Distribution Services include statutory reporting obligations, corporate News/financial news and press releases. Media archive at https://eqs-news.com --------------------------------------------------------------------------- Language: German Company: CompuGroup Medical SE & Co. KGaA Maria Trost 21 56070 Koblenz Germany Phone: +49 (0)160 3630362 Fax: +49 (0)261 8000 3200 Email: [email protected] Internet: www.cgm.com ISIN: DE000A288904 WKN: A28890 Indices: SDAX, TecDAX Stock exchanges: Regulated market in Frankfurt (Prime Standard); Over-the-counter trading in Berlin, Düsseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange EQS News ID: 2157758 End of message EQS News Service --------------------------------------------------------------------------- 2157758 19.06.2025 CET/CEST
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