EQS-WpÜG: Tender Offer / Target company: CompuGroup Medical SE & Co. KGaA; Bidder: Caesar BidCo GmbH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

Publication of the decision to issue a public delisting tender offer pursuant to Section 10 para 1. of the German Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (BörsG)

 

‑ Convenience Translation ‑

 

Bidder:

Caesar BidCo GmbH

c/o Willkie Farr & Gallagher LLP

An der Welle 4

60322 Frankfurt am Main

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 135553

 

Target:

CompuGroup Medical SE & Co. KGaA

Maria Trost 21

56070 Koblenz

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Koblenz under HRB 27430

 

ISIN: DE000A288904 (WKN: A28890)

 

Today, Caesar BidCo GmbH (the "Bidder"), a holding company which is indirectly held by funds which are advised and managed by affiliates of CVC Capital Partners plc, has decided to make a public delisting tender offer (the "Delisting Offer") to the shareholders of CompuGroup Medical SE & Co. KGaA ("CGM") to acquire all no-par value registered shares in CGM not already held directly by the Bidder (the "CGM Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 22.00 per CGM Share. The Delisting Offer will not be subject to completion conditions.

The Bidder has also today entered into a delisting agreement with CGM and agreed, subject to customary conditions, that CGM will apply for the revocation of the admission of CGM shares to trading on the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period for the Delisting Offer and take all reasonable steps and actions to end any inclusion of CGM Shares in the open market (Freiverkehr) on the stock exchanges in Berlin (including the Berlin Second Regulated Market), Düsseldorf, Frankfurt am Main, Hamburg, Hanover, Munich, Stuttgart, and on Tradegate Exchange.

The offer document for the Delisting Offer (in German and a non-binding English translation) and further information on the Delisting Offer will be published and available on the internet at www.practice-public-offer.com.

Important Notices:

 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell CGM Shares. The final terms of the Delisting Offer as well as other provisions relating to the Delisting Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Delisting Offer to the extent legally permissible. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents relating to the Delisting Offer as soon as they have been made public, as they will contain important information. The offer document for the Delisting Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Delisting Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.practice-public-offer.com.

The Delisting Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Stock Exchange Act (Börsengesetz – "BörsG"), the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - "WpÜG"), and certain securities law provisions of the United States of America ("United States") relating to cross-border delisting and takeover offers. The Delisting Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Delisting Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no delisting offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable law.

The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para 5 WpÜG and/or their subsidiaries within the meaning of section 2 para 6 WpÜG may acquire, or make arrangements to acquire, CGM Shares in a manner other than pursuant to the Delisting Offer on or off the stock exchange during the Delisting Offer's term, provided that such acquisitions or acquisition arrangements are made outside of the United States, comply with the applicable German statutory provisions, in particular the BörsG and the WpÜG, and provided that the price of the Delisting Offer is increased to correspond with any higher consideration paid outside of the Delisting Offer.

 

The Delisting Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange, as well as included in the open market (Freiverkehr) on the stock exchanges in Berlin (including the Berlin Second Regulated Market), Düsseldorf, Frankfurt am Main, Hamburg, Hanover, Munich, Stuttgart, and on Tradegate Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. This announcement has been prepared in accordance with German style and practice for the purposes of complying with the laws of the Federal Republic of Germany. The financial information relating to the Bidder and CGM included elsewhere, including in the offer document for the Delisting Offer, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States. As a result, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will be made in the United States on the basis of the so-called Tier II cross-border exemption from certain requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption allows the Bidder to comply with certain substantive and procedural rules of the Exchange Act for delisting or takeover bids by complying with the law or practice of the domestic legal system and exempts the Bidder from complying with certain other rules of the Exchange Act. Shareholders from the United States should note that CGM is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States should note that the Delisting Offer is made in respect of securities of a company that is a "foreign private issuer" within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under section 12 of the Exchange Act. The Delisting Offer is being made in the United States in reliance on the Tier 2 cross-border exemption from certain requirements of the Exchange Act and is governed principally by disclosure and other regulations and procedures in Germany, which are different from those in the United States. To the extent that the Delisting Offer is subject to U.S. securities laws, such laws only apply to CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States, and no other person has any claims under such laws.

Any contract entered into with the Bidder as a result of the acceptance of the planned Delisting Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the Delisting Offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and CGM are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.

 

Frankfurt am Main, May 8, 2025

Caesar BidCo GmbH