CompuGROUP Holding AG

euro adhoc: CompuGROUP Holding AG
Mergers - Acquisitions - Takeovers / CompuGROUP makes recommended all-cash Offer to acquire iSOFT

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 20.07.2007 AD HOC ANNOUNCEMENT ACCORDING TO § 15 WpHG CompuGROUP makes recommended all-cash Offer to acquire iSOFT UK business related to the National Programme for IT will be sold to CSC Koblenz, Germany, 20 July 2007 - CompuGROUP Holding AG (Frankfurt, Prime Standard: COP) ("CompuGROUP") today announced a recommended all-cash Offer to acquire the entire issued and to be issued ordinary share capital of iSOFT Group plc ("iSOFT") for 66 pence per iSOFT share or a total of approximately GBP 160 million (EUR 238 million[1]). The CompuGROUP Directors believe that the combination of CompuGROUP and iSOFT will create one of the world's leading healthcare software companies, with operations in over 16 countries. CompuGROUP has reached agreement with Computer Sciences Corporation (NYSE: CSC) ("CSC") on a mutually satisfactory solution which will enable CSC to take full control of certain of its obligations in respect of the National Programme for Information Technology ("NPfIT"), the National Health Service's programme to deliver integrated electronic patient records across England, whilst giving greater certainty to CompuGROUP in respect of iSOFT's ongoing operations and limiting liability for iSOFT on historic and future NPfIT related issues. As part of the agreement, CompuGROUP will sell parts of iSOFT's UK business established under the NPfIT to CSC for an undisclosed consideration. This business includes development and delivery of the LORENZO software for the National Health Service in the UK. The value of CompuGROUP's cash Offer exceeds, by approximately 18.9 percent, the current implied value of the share Offer to acquire iSOFT which was announced by IBA Health Limited ("IBA") on 15 May 2007. The current value of the IBA Offer is equal to approximately 55.6 pence per iSOFT share and is an all-paper Offer, compared to CompGROUP's all-cash Offer. iSOFT is a leading provider of software solutions for the healthcare market with its headquarters in the United Kingdom. For the year ended 30 April 2006, iSOFT generated revenues of GBP 202 million (EUR 300 million). CompuGROUP reported revenues of EUR 140 million in 2006. CompuGROUP's all-cash Offer, which is being made by its wholly-owned UK subsidiary, CompuGROUP UK Limited, has been unanimously recommended by the iSOFT Board of Directors (excluding Rene Kern, the representative of General Atlantic, which is a material shareholder of CompuGROUP Holding AG). Based on current due diligence, CompuGROUP does not anticipate any significant regulatory hurdles for the completion of the proposed transaction. END OF AD-HOC Commenting on the Offer, Frank Gotthardt, President and CEO of CompuGROUP, said: "We are delighted that the iSOFT Board of Directors have decided to recommend our Offer. It represents better value and greater certainty to iSOFT shareholders than the IBA share Offer. For our company, it is a further defining moment following our recent successful public Offering. CompuGROUP has developed over the last few years via both organic and acquisitory growth and the Offer for iSOFT is the next step in this success story." "The fit between CompuGROUP and iSOFT is strong, with complementary geographic footprints and significant opportunities to leverage industry know-how and technical expertise across the enlarged group. The acquisition of iSOFT will lead to significant enhancement of our portfolio and to material value creation for our shareholders," Gotthardt added. Commenting on the Offer, John Weston, Chairman and acting CEO of iSOFT, said: "CompuGROUP's Offer represents, in the view of the board, superior value for iSOFT shareholders compared with the Offer by IBA. We therefore have no hesitation in recommending it." CompuGROUP's Offer represents: (i) a premium of approximately 18.9 percent to the implied value of the IBA Offer on 19 July 2007, being the last business day prior to the date of this announcement; and (ii) a premium of approximately 18.4 percent. to the closing mid-market price of 55.75 pence per iSOFT Share on 16 October 2006, being the last business day prior to the announcement by iSOFT that it was reviewing its options with respect to the long term capital needs of its business and that it had received a number of expressions of interest. About CompuGROUP: CompuGROUP (www.compugroup.com) is one of the leading e-health companies in Europe. Its products aim to provide efficient communication, cost-effective organisation and secure documentation, as well as enhancing quality levels within healthcare and providing medical expert systems. The company's software and communications solutions provide support to about 255,000 doctors, dentists, hospitals, associations and networks as well as to other service providers in Europe. More than 50 subsidiaries located in 9 countries operate under the umbrella of CompuGROUP Holding AG. The company currently employs about 1,500 people and reported revenues of EUR 140 million and EBITDA of EUR 38.4 million in 2006. CompuGROUP listed on the Frankfurt Stock Exchange on 4 May 2007. Stock codes: Frankfurt Stock Exchange, Prime Standard: COP ISIN DE 0005437305, WKN 543730 Bloomberg: COP GR Reuters: COPMa.DE Media, investor and analyst conference call: CompuGROUP will host a conference call for analysts, investors and the media today, July 20, at 13h30 CET (12h30 BST). Frank Gotthardt, President and CEO of CompuGROUP, and Dr. Erik Massmann, CFO, will comment on the proposed transaction and will be available for questions. Conference call numbers are: Participant Dial in: +44 (0)1452 561 263 (London) +49 (0)69 2 222 20427 (Frankfurt) Conf ID: 10665830 Encore Replay will be available 30 minutes after the call ends for 7 days Encore Replay number: +44 (0)1452 550000 Access number: 10665830# A slide pack on the offer will be available on the CompuGROUP website www.compugroup.com by the start of the conference call. For additional information please contact: Brunswick Group LLP Fiona Laffan (London), +44 20 7404 5959 Hartmut Vennen (Frankfurt), +49 69 2400 5510 ----------------------- [1] Onvista, 20 July 2007 end of announcement euro adhoc 20.07.2007 12:43:40 -------------------------------------------------------------------------------- ots Originaltext: CompuGROUP Holding AG Im Internet recherchierbar: http://www.presseportal.ch 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 / official dealing/prime standard Börse Berlin / free trade Börse Hamburg / free trade Börse Stuttgart / free trade Börse Düsseldorf / free trade Börse München / free trade

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