COMPUGROUP MEDICAL SE & CO. KGAA
EQS Related Party Transactions announcement: CompuGroup Medical SE & Co. KGaA
/ Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
CompuGroup Medical Deutschland AG (“CGM”), a wholly owned subsidiary of CompuGroup Medical SE & Co. KGaA (“CGM KGaA”), has entered into agreements with Gotthardt Healthgroup AG (“GHG”) regarding the acquisition of all shares in GHG Services GmbH as well as all assets of the business units “GHG Praxisdienst” and “GHG medical brain” (together the “GHG Business”) on 21 November 2022 (the “Transaction”). The closing of the Transaction is expected for 2 January 2023. The GHG Business develops and distributes software solutions to support outpatient medical practices and offers an innovative value-added services platform for physicians with easy and contextual access to clinical trials, structured medical information and information on rare diseases. For CGM, this platform is the nucleus for the development of a workflow-integrated Medical Information & Data Suite for healthcare professionals in which further value-added solutions, e.g., in medical decision support and preventive medical scoring, shall be bundled. In addition, the business area of intermedix Deutschland GmbH, an indirectly wholly owned subsidiary of CGM KGaA, will be supplemented through the integration of the GHG Business by an innovative communication solution for conveying medical knowledge to physicians and patients and optimized with real-time adjustment and performance measurement. Moreover, through the Transaction CGM benefits from a high degree of market-proven, medical and information technology competence, not least through the long-term commitment of GHG´s founder Prof. Dr. med. Daniel Gotthardt to CGM in operational responsibility for the GHG Business also agreed in this context. With the acquisition of the GHG Business, CGM reaches another milestone in the technological advancement of its existing portfolio while at the same time saving significant internal costs and several years of development work. GHG is a related party of CGM KGaA within the meaning of section 111a para. 1 sentence 2 of the German Stock Corporation Act. The majority of the shares in the seller, GHG, are indirectly held by Prof. Dr. med. Daniel Gotthardt, who is also a member of the Administrative Board of CompuGroup Medical Management SE, the general partner of CGM KGaA. Further, Mr. Frank Gotthardt has a controlling influence over GHG due to his indirect material minority shareholding and at the same time controls CGM KGaA. The managing directors and the Administrative Board of CompuGroup Medical Management SE as well as the Joint Committee of CGM KGaA approved the Transaction without the participation of Prof. Dr. med. Daniel Gotthardt as well as Mr. Frank Gotthardt. The fix purchase price to be paid by CGM for the GHG Business initially amounts to EUR 22 million. This purchase price may increase depending on the revenue development of the GHG Business in the years 2023-2027. Based on a (revenue-)planning reviewed by an independent valuation expert, CGM KGaA and CGM assume an increase of the purchase price and assess the present value of such expected additional purchase price payments to be made in annual tranches at a total of EUR 6 million. An independent valuation expert has reviewed the amount of the total purchase price, including the expected future increase on the basis of the calculated present value, and assessed it to be fair from a financial perspective. The managing directors and the Administrative Board of CompuGroup Medical Management SE as well as the management board of CGM consider the other terms and conditions of the Transaction to be in line with the market standards and appropriate. This announcement is made pursuant to section 111c para. 4 of the German Stock Corporation Act.
Contact: CompuGroup Medical SE & Co. KGaA Maria Trost 21 56070 Koblenz Deutschland +49 (0)160 3630362 investor@cgm.com
22.11.2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | CompuGroup Medical SE & Co. KGaA |
| Maria Trost 21 | |
| 56070 Koblenz | |
| Germany | |
| Internet: | www.cgm.com |
| End of News | EQS News Service |
1493139 22.11.2022 CET/CEST
