CompuGROUP secures majority shareholding in Profdoc ASA (Lysaker, Norway)
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merger, acquisition and takeover
Press release 16 June 2008
The board of directors of Profdoc ASA recommends acceptance of mandatory offer from CompuGROUP Holding AG
(Oslo), 16 June 2008, CompuGROUP Holding AG ("CompuGROUP") today
announces that it 15 June 2008 acquired 10 543 004 shares, and
obtained an unconditional irrevocable undertaking for a further
1 068 800 shares, in Profdoc ASA ("Profdoc") at NOK 40 per
share.Following the acquisition on 15 June 2008, CompuGROUP owns 12 593 439 shares, corresponding to 63.40 percent of the outstanding shares of Profdoc. With the shares covered by the irrevocable undertaking to acquire 1 068 800 shares, CompuGROUP controls 13 662 239 shares, corresponding to 68.78 per cent of the outstanding shares of Profdoc.
The acquisition of shares by CompuGROUP is supported by the board of directors of Profdoc, and the shares acquired includes the shares held by Profdoc's board members and executive management, including by Chairman Einar J. Greve (through Positano AS) and board member Eigil S. Spetalen (through Kristianro AS), management members Christian Teig (CEO) and Susan Hagerty (EVP), as well as shares controlled/held by Rosenlund ASA and Dyvi Invest AS that both where represented on the board until the annual general meeting held 8 May 2008.
As result of the acquisition of shares, CompuGROUP will make a mandatory offer for the remaining outstanding shares in Profdoc in accordance with the Norwegian Securities Trading Act § 6-1. The offer price in the mandatory offer will be a cash consideration of NOK 40 per Profdoc share, which is equal to the highest price that CompuGROUP has paid Profdoc shares over the last six month period. The complete details of the mandatory offer will be contained in the offer document which will be sent to Profdoc shareholders as soon as practically possible.
The Board of Directors of Profdoc ASA will issue a separate statement recommending the offer to be included in CompuGROUP's offer document for the mandatory offer.
The price of NOK 40 per share represents a premium of 54 percent compared to Profdoc's closing share price on 18 April 2008, the last trading day prior to CompuGROUP's voluntary offer which was announced 21 April 2008, and a premium of 34 percent compared to closing price Friday 13 June 2008, the last trading day prior to this announcement.
"We are positive to partner Profdoc with CompuGROUP as the joint company will be a driving force in the global health care IT markets. We are confident that CompuGROUP will continue the strategic development of Profdoc both in the Nordic region and in new markets. We belive that NOK 40 per Profdoc share represents a fair price to our shareholders.", says Einar J. Greve, chairman of the board of Profdoc.
"We are exited about the acquisition of Profdoc and appreciates the support for the transaction by the board of Profdoc. Profdoc will complement our current operations well based on its strong position in the Nordic area where we currently have no presence. We are impressed by the strong performance of Profdoc and look forward to working with the company as part of the CompuGROUP group of companies.", says Frank Gotthard, founder, main shareholder and chairman of the management board of CompuGROUP.
Medici Corporate ASA acts as sole financial advisor in the transaction to Profdoc and SEB Enskilda AS acts as sole financial advisor in the transaction to CompuGROUP.
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
Profdoc ASA Einar J. Greve Telephone +47 90 02 77 66
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.
About Profdoc ASA Profdoc is a leading vendor of healthcare information technology for office- based physicians, hospitals and laboratories. Since the inception in 1985, Profdoc has built a solid business and created a strong brand for efficient, intuitive, user friendly and reliable IT-solutions for healthcare providers. More than 52,000 concurrent users at more than 5,750 sites now use Profdoc
systems to manage clinical, administrative and financial tasks. For more information visit: www.profdoc.com.
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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.This announcement is not, and shall not be construed as, an offer to purchase shares in Profdoc ASA. The mandatory offer to be set out in the mandatory offer document will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan.
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
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