Delisting of CompuGroup Medical to become effective as of 24 June 2025

• Frankfurt Stock Exchange confirms delisting to take effect at the end of the acceptance period for the public delisting offer by CVC Capital Partners
• CGM shareholders can still tender shares until 24 June 2025 at 24:00 CEST
• Delisting offer is not subject to any closing conditions and delisting will take effect regardless of the amount of shares tendered
• Following the delisting significantly reduced financial reporting obligations and limited tradability are expected
• Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy

Koblenz – CompuGroup Medical SE & Co. (" CompuGroup Medical " or "CGM") was today informed by the Frankfurt Stock Exchange, that the application for withdrawal of the admission of CompuGroup Medical ’s shares to trading on the regulated market of the Frankfurt Stock Exchange under ISIN DE000A288904 and in the sub-segment of the regulated market of the Frankfurt Stock Exchange with additional follow-up obligations (Prime Standard) will take effect at the end of the day on 24 June 2025.

CompuGroup Medical will additionally apply to the stock exchanges in Berlin (in the Berlin Second Regulated Market sub-segment), Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as to the electronic trading system Tradegate Exchange requesting that CGM’s shares no longer be traded over-the-counter on these stock exchanges where possible with effect from the end of the day on 24 June 2025 and that existing listings be discontinued effective as of this date.

With the delisting taking effect,  all transparency obligations associated with a listing on the regulated market of the Frankfurt Stock Exchange will cease, including first and foremost the ad-hoc disclosure obligation and the obligation to publish half-year financial reports and quarterly statements.

The planned delisting is part of a strategic partnership between CompuGroup Medical and CVC Capital Partners (“CVC”), announced on 9 December 2024. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. 

As part of this partnership, CVC published a voluntary public tender offer to all CGM shareholders. Following the completion of the offer on 2 May 2025, the strategic partnership between CVC and CGM officially came into effect. Subsequently, CompuGroup Medical and CVC announced the signing of an agreement to delist CGM from the stock exchange . For this purpose, CVC launched a public delisting offer on 23 May 2025, to all shareholders of CompuGroup Medical , offering €22.00 in cash per share. Shareholders of CompuGroup Medical may accept the offer until the end of 24 June 2025 at 24:00 CEST. The public delisting is not subject to any closing conditions and will thus be completed immediately after the end of the acceptance period, regardless of the number of shares tendered.

After independently and carefully reviewing the offer document published by CVC, the Managing Directors, the Administrative Board and the Supervisory Board of CompuGroup Medical recommended that CGM shareholders accept the public delisting offer.

About CompuGroup Medical SE & Co. KGaA

CompuGroup Medical is one of the leading e-health companies in the world. With a revenue base of EUR 1.15 billion in 2024, its software products are designed to support all medical and organizational activities in doctors’ offices, pharmacies, laboratories, hospitals and social welfare institutions. Its information services for all parties involved in the healthcare system and its web-based personal health records contribute towards safer and more efficient healthcare. The basis of CompuGroup Medical 's services is its unique customer base, including doctors, dentists, pharmacists and other healthcare professionals in inpatient and outpatient facilities, as well as insurance and pharmaceutical companies. CompuGroup Medical has offices in 19 countries and offers its solutions in 60 countries worldwide. More than 8,700 highly qualified employees support customers with innovative solutions for the steadily growing demands of the healthcare system.

Important notes:

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in CompuGroup Medical SE & Co. KGaA ("CGM Shares"). The final terms of the delisting offer as well as further provisions in connection with the delisting offer are exclusively contained in the offer document approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Caesar BidCo GmbH (the "Bidder") reserves the right to deviate from the key points set out herein in the final terms of the delisting offer to the extent permitted by law. Investors and holders of CGM Shares are strongly advised to read the offer document and all other documents in connection with the delisting offer as they contain important information. The offer document for the delisting offer (in German and a non-binding English translation) containing the detailed terms and conditions and other information relating to the delisting offer is published, inter alia, on the internet at www.practice-public-offer.com.

The delisting offer is being made solely on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the German Stock Exchange Act (Börsengesetz) and certain provisions of the securities laws of the United States of America ("United States") governing cross-border delisting 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 (to the extent applicable). Accordingly, no notifications, filings, approvals or authorizations for the delisting offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (as applicable). Investors and holders of CGM Shares cannot rely on the fact that they are protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no delisting offer is being made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable law. This press release may not be published 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 its subsidiaries within the meaning of Section 2 para. 6 WpÜG may, during the term of the delisting offer, acquire CGM Shares or enter into agreements to acquire CGM Shares outside the stock exchange in a manner other than in the context of the delisting offer, acquire CGM Shares on or off the stock exchange during the term of the delisting offer in a manner other than in the context of the delisting offer or enter into agreements to make such acquisitions, provided that such acquisitions or acquisition agreements are made outside the United States, comply with applicable German law, in particular the WpÜG, and the delisting offer price is increased in accordance with any higher consideration paid outside the delisting offer. Information on such acquisitions or acquisition agreements will be published in the Federal Gazette in accordance with Section 23 para. 2 WpÜG. This information will also be published in a non-binding English translation on the Bidder's website at www.practice-public-offer.de.

The tender offer referred to in this press release relates to shares of a German company listed for trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ in certain material respects from those of the United States and other jurisdictions. This press release has been prepared in accordance with German style and practice in order to comply with the laws of the Federal Republic of Germany. The financial information about the Bidder and CGM contained elsewhere, including in the offer document, has been prepared in accordance with the requirements applicable in the Federal Republic of Germany and not in accordance with accounting principles generally accepted in the United States. Therefore, it may not be comparable with financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany.

The delisting offer is being made in the United States on the basis of the so-called cross-border exemption (Tier II) from certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This exemption permits the Bidder to comply with certain substantive and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of the domestic jurisdiction and exempts the Bidder from compliance with certain other requirements of the Exchange Act. United States shareholders should note that CGM is not listed on a U.S. securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to file, and is not filing, reports with the United States Securities and Exchange Commission.

CGM Shareholders who are resident, located or ordinarily resident in the United States should note that the Tender Offer relates to securities of a company that is a "foreign private issuer" within the meaning of the Exchange Act and whose shares are not registered under Section 12 of the Exchange Act. The Tender Offer is being made in the United States in reliance on the cross-border exemption (Tier 2) from certain requirements of the Exchange Act and is substantially subject to the disclosure and other requirements and procedures in Germany, which differ from those in the United States. To the extent that the delisting offer is subject to U.S. securities laws, such laws will only apply to CGM Shareholders who are resident, domiciled or ordinarily resident in the United States and no other person will have any rights under such laws.

Any agreement entered into with the Bidder as a result of the acceptance of the delisting offer will be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from other countries outside the Federal Republic of Germany) to enforce certain rights and claims arising in connection with the delisting offer under the U.S. federal securities laws (or other laws known to them) because the Bidder and CGM are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may not be possible to sue a non-U.S. corporation or its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also not be possible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

To the extent that this press release contains forward-looking statements, these are not to be understood as statements of fact and are characterized by the words "intend", "will" and similar expressions. These statements express the intentions, assumptions or current expectations and assumptions of the Bidder and the persons acting in concert with the Bidder. Such forward-looking statements are based on current plans, estimates and projections of the Bidder and the persons acting in concert with the Bidder, which are made to the best of their knowledge, but which do not guarantee their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or the persons acting in concert with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or announcements or in the offer document yet to be published after publication of the documents, announcements or the offer document.