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CompuGROUP Holding AG

CompuGROUP Holding AG announces a voluntary cash offer to acquire Profdoc ASA, Norway

Koblenz (euro adhoc) -

CompuGROUP Holding AG today announces a voluntary cash offer to 
acquire Profdoc ASA for NOK 30 in cash per share.
  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
merger, acquisition and takeover
Press release 21 April 2008
CompuGROUP Holding AG announces a voluntary cash offer to acquire  
Profdoc  ASA, Norway
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.
CompuGROUP Holding AG ("CompuGROUP") today announces a voluntary cash
offer  to acquire Profdoc ASA ("Profdoc") for NOK 30 in cash  per  
share  (the  "Voluntary Cash Offer").  CompuGROUP  furthermore  
announces  that  it  has  acquired  10.3 per cent of the shares in 
Profdoc.
The Voluntary Cash Offer represents  a  premium  of  15.4  percent  
compared  to Profdoc's closing share price on 18 April 2008, the last
trading  day  prior  to this announcement, and  a  premium  of  25.3 
percent  compared  to  the  volume weighted average trading price in 
the four week period ending 18 April 2008.
. CompuGROUP's Voluntary Cash Offer is for NOK 30 in cash per share
    . The offer price represents a total consideration of NOK  596  million  for
      all outstanding shares in Profdoc
    . CompuGROUP has acquired 10.3 percent of the outstanding shares in Profdoc
    . The  completion  of  the  Voluntary  Cash  Offer  is  subject  to  certain
      conditions as outlined below
The complete details of the  Voluntary  Cash  Offer,  including  all  terms  and
conditions, will be contained in the offer  document.  This  morning 
the  offer document has been submitted to Oslo Børs for final 
approval and is  expected  to be sent to Profdoc shareholders during 
the week  starting  21  April  2008.  The chairman of the board of 
Profdoc was informed of CompuGROUP's  consideration  to launch an 
offer in the evening of 18 April 2008.
The Voluntary Cash Offer will not be made  in  any  jurisdiction  in 
which  the making of  the  offer  would  not  be  in  compliance  
with  the  laws  of  such jurisdiction.
Profdoc is a leading provider of healthcare information technology  
for  private practice doctors and dentists, hospitals and 
laboratories in  the  Nordic  area. It has more than 48,500 users at 
more than 5,000 locations. The Company has  its main presence in  
Norway,  Sweden  and  Denmark,  but  is  also  established  in 
selected other markets, including South Africa, Malaysia, Latvia and 
Greece.  As at year-end 2007, the Company had close to 300 employees.
The completion of the Voluntary Cash Offer will be  subject  to  the 
conditions summarised below, each one of which  may  be  waived  
(wholly  or  in  part)  by CompuGROUP:
i)  Receipt  of  acceptances  which,  together  with  shares  acquired  by
        CompuGROUP in the market, represents more than 90 percent of the shares
        and votes outstanding;
    ii) That a confirmatory legal, financial/accounting and tax  due  diligence
        review of Profdoc has been completed with a, at the sole discretion  of
        CompuGROUP, satisfactory result;
   iii) That all necessary approvals and clearances from authorities have  been
        obtained on terms acceptable to CompuGROUP;
    iv) That no intervention will be made and no conditions will be imposed  by
        any other national or  international  authority  or  court  of  law  in
        connection with the  acquisition  that  the  CompuGROUP,  in  its  sole
        discretion, determines is unduly burdensome;
     v) That prior to completion of the Voluntary Cash Offer there has been  no
        material adverse change  to  the  value,  business,  assets  (including
        intangible  assets),  liabilities,  financial  condition,  earnings  or
        solvency of the Profdoc group taken as a whole; and
    vi) That the business of the Profdoc  group  prior  to  completion  of  the
        Voluntary Cash Offer has in all material respects been conducted in the
        ordinary course.
With respect to condition (ii) above, CompuGROUP's intention is to complete  its
due diligence investigations prior to the expiry of the offer  period,  provided
timely access to sufficient information and resources at Profdoc.
SEB Enskilda AS acts as CompuGROUP's sole financial advisor in the transaction.
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
SEB Enskilda AS
Telephone +47 21 00 85 00
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.
* * *
The offer is not being made and will not be made, directly or 
indirectly, in  or into the United States, Canada,  Australia  or  
Japan.  Any  and  all  materials related to the offer should not be 
sent or otherwise distributed in or into  the United States, Canada, 
Australia or Japan, whether by use of the  United  States mail or by 
any means or instrumentality of United States,  Canadian,  Australian
or Japanese commerce (including, but without  limitation,  the  mail,
facsimile transmission, telex, telephone and the Internet) or any  
facility  of  a  United States, Canadian, Australian or Japanese 
national securities exchange,  and  the offer cannot be accepted by 
any such use, means or instrumentality, in  or  from within the 
United States, Canada, Australia or Japan. Accordingly, no  materials
related to the offer will be, and must not be, sent or otherwise 
distributed  in or into or from the United States, Canada,  Australia
or  Japan  or,  in  their capacities as such, to  custodians,  
trustees  or  nominees  holding  shares  of Profdoc for  United  
States,  Canadian,  Australian  or  Japanese  persons,  and persons  
receiving  any  such  documents  (including  custodians,  nominees  
and trustees) must not distribute or send them in, into or from the  
United  States, Canada, Australia or Japan. Any purported  acceptance
of  the  offer  resulting directly or indirectly from a violation of 
these restrictions will  be  invalid. No shares of Profdoc are being 
solicited from a resident of the  United  States, Canada, Australia 
or Japan and, if sent in response by a resident of the  United 
States, Canada, Australia or Japan, will not be accepted.
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
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade

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