CompuGROUP Holding AG announces a voluntary cash offer to acquire Profdoc ASA, Norway
Koblenz (euro adhoc) -
CompuGROUP Holding AG today announces a voluntary cash offer to acquire Profdoc ASA for NOK 30 in cash per share.
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
merger, acquisition and takeover
Press release 21 April 2008
CompuGROUP Holding AG announces a voluntary cash offer to acquire Profdoc ASA, Norway
This announcement and the information contained herein are restricted and are not for release, publication or distribution, in whole or in part, in or into the USA, Canada, Australia or Japan.
CompuGROUP Holding AG ("CompuGROUP") today announces a voluntary cash
offer to acquire Profdoc ASA ("Profdoc") for NOK 30 in cash per
share (the "Voluntary Cash Offer"). CompuGROUP furthermore
announces that it has acquired 10.3 per cent of the shares in
Profdoc.The Voluntary Cash Offer represents a premium of 15.4 percent compared to Profdoc's closing share price on 18 April 2008, the last trading day prior to this announcement, and a premium of 25.3 percent compared to the volume weighted average trading price in the four week period ending 18 April 2008.
. CompuGROUP's Voluntary Cash Offer is for NOK 30 in cash per share
. The offer price represents a total consideration of NOK 596 million for
all outstanding shares in Profdoc
. CompuGROUP has acquired 10.3 percent of the outstanding shares in Profdoc
. The completion of the Voluntary Cash Offer is subject to certain
conditions as outlined belowThe complete details of the Voluntary Cash Offer, including all terms and
conditions, will be contained in the offer document. This morning the offer document has been submitted to Oslo Børs for final approval and is expected to be sent to Profdoc shareholders during the week starting 21 April 2008. The chairman of the board of Profdoc was informed of CompuGROUP's consideration to launch an offer in the evening of 18 April 2008.
The Voluntary Cash Offer will not be made in any jurisdiction in which the making of the offer would not be in compliance with the laws of such jurisdiction.
Profdoc is a leading provider of healthcare information technology for private practice doctors and dentists, hospitals and laboratories in the Nordic area. It has more than 48,500 users at more than 5,000 locations. The Company has its main presence in Norway, Sweden and Denmark, but is also established in selected other markets, including South Africa, Malaysia, Latvia and Greece. As at year-end 2007, the Company had close to 300 employees.
The completion of the Voluntary Cash Offer will be subject to the conditions summarised below, each one of which may be waived (wholly or in part) by CompuGROUP:
i) Receipt of acceptances which, together with shares acquired by
CompuGROUP in the market, represents more than 90 percent of the shares
and votes outstanding;
ii) That a confirmatory legal, financial/accounting and tax due diligence
review of Profdoc has been completed with a, at the sole discretion of
CompuGROUP, satisfactory result;
iii) That all necessary approvals and clearances from authorities have been
obtained on terms acceptable to CompuGROUP;
iv) That no intervention will be made and no conditions will be imposed by
any other national or international authority or court of law in
connection with the acquisition that the CompuGROUP, in its sole
discretion, determines is unduly burdensome;
v) That prior to completion of the Voluntary Cash Offer there has been no
material adverse change to the value, business, assets (including
intangible assets), liabilities, financial condition, earnings or
solvency of the Profdoc group taken as a whole; and
vi) That the business of the Profdoc group prior to completion of the
Voluntary Cash Offer has in all material respects been conducted in the
ordinary course.With respect to condition (ii) above, CompuGROUP's intention is to complete its due diligence investigations prior to the expiry of the offer period, provided timely access to sufficient information and resources at Profdoc.
SEB Enskilda AS acts as CompuGROUP's sole financial advisor in the transaction.
For further information, please contact:
CompuGROUP Holding AG Markus Georgi Head of the IR department Telephone: +49 (261) 8000 1238 E-Mail: investor@compugroup.com
SEB Enskilda AS Telephone +47 21 00 85 00
About CompuGROUP Holding AG CompuGROUP is one of the leading eHealth companies in Europe. Its software products, designed to support all medical and organizational activities in doctors' surgeries and hospitals, its information services for all involved parties within the healthcare system and its webbased personal health records contribute to safer and more efficient healthcare. The services of CompuGROUP are centered on its unique customer base of around 300,000 doctors, dentists, hospitals, associations and networks as well as other service providers. CompuGROUP operates in 9 European countries and currently employs around 1,800 people.
* * *
The offer is not being made and will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any and all materials related to the offer should not be sent or otherwise distributed in or into the United States, Canada, Australia or Japan, whether by use of the United States mail or by any means or instrumentality of United States, Canadian, Australian or Japanese commerce (including, but without limitation, the mail, facsimile transmission, telex, telephone and the Internet) or any facility of a United States, Canadian, Australian or Japanese national securities exchange, and the offer cannot be accepted by any such use, means or instrumentality, in or from within the United States, Canada, Australia or Japan. Accordingly, no materials related to the offer will be, and must not be, sent or otherwise distributed in or into or from the United States, Canada, Australia or Japan or, in their capacities as such, to custodians, trustees or nominees holding shares of Profdoc for United States, Canadian, Australian or Japanese persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan. Any purported acceptance of the offer resulting directly or indirectly from a violation of these restrictions will be invalid. No shares of Profdoc are being solicited from a resident of the United States, Canada, Australia or Japan and, if sent in response by a resident of the United States, Canada, Australia or Japan, will not be accepted.
end of announcement euro adhoc
Further inquiry note:
Ralf Glass
Vicepresident CEO support
Tel.: +49 (0)261 8000 1236
E-Mail: investor@compugroup.com
Branche: Software
ISIN: DE0005437305
WKN: 543730
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade