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CompuGROUP Holding AG

CompuGROUP secures majority shareholding in Profdoc ASA (Lysaker, Norway)

Koblenz (euro adhoc) -

  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
merger, acquisition and takeover
Press release 16 June 2008
The board of directors of Profdoc ASA recommends acceptance of  
mandatory  offer from CompuGROUP Holding AG
(Oslo), 16 June 2008, CompuGROUP Holding AG ("CompuGROUP") today 
announces  that it 15 June 2008 acquired 10  543  004  shares,  and  
obtained  an  unconditional irrevocable  undertaking  for  a  further
1 068 800  shares,  in  Profdoc   ASA ("Profdoc") at NOK 40 per 
share.
Following the acquisition on 15 June 2008, CompuGROUP owns  12  593 
439  shares, corresponding to 63.40 percent of the outstanding shares
of  Profdoc.  With  the shares covered by the irrevocable undertaking
to  acquire  1  068  800  shares, CompuGROUP controls 13 662 239 
shares, corresponding to 68.78 per  cent  of  the outstanding shares 
of Profdoc.
The acquisition of shares by CompuGROUP is supported by the board  of
directors of Profdoc, and the shares acquired includes the shares 
held by Profdoc's  board members and executive management, including 
by Chairman Einar J. Greve  (through Positano AS) and  board  member 
Eigil  S.  Spetalen  (through  Kristianro  AS), management members 
Christian Teig (CEO) and Susan  Hagerty  (EVP),  as  well  as shares 
controlled/held by Rosenlund ASA and  Dyvi  Invest  AS  that  both  
where represented on the board until the annual general meeting held 
8 May 2008.
As  result of the acquisition of shares, CompuGROUP will make a 
mandatory  offer for  the  remaining  outstanding  shares  in  
Profdoc  in  accordance  with  the Norwegian Securities Trading Act §
6-1. The offer price in the  mandatory  offer will be a cash 
consideration of NOK 40 per Profdoc share, which is equal to  the 
highest price that CompuGROUP has paid Profdoc shares over the  last 
six  month period. The complete details of the mandatory offer will  
be  contained  in  the offer  document  which  will  be  sent  to  
Profdoc  shareholders  as  soon   as practically possible.
The  Board  of  Directors  of  Profdoc  ASA  will  issue  a  separate
statement recommending the offer to be included in CompuGROUP's  
offer  document  for  the mandatory offer.
The price of NOK 40 per share represents a premium of  54  percent  
compared  to Profdoc's closing share price on 18 April 2008, the last
trading  day  prior  to CompuGROUP's voluntary offer which was 
announced 21 April 2008,  and  a  premium of 34 percent compared to 
closing price Friday 13 June 2008,  the  last  trading day prior to 
this announcement.
"We are positive to partner Profdoc with CompuGROUP as the  joint  
company  will be a driving force in the global health care IT 
markets. We are  confident  that CompuGROUP will continue the  
strategic  development  of  Profdoc  both  in  the Nordic region and 
in new markets. We  belive  that  NOK  40  per  Profdoc  share 
represents a fair price to our shareholders.", says Einar J. Greve, 
chairman  of the board of Profdoc.
"We are exited about the acquisition of Profdoc and appreciates the 
support  for the transaction by the board of Profdoc. Profdoc  will  
complement  our  current operations well based on its  strong  
position  in  the  Nordic  area  where  we currently have no 
presence. We  are  impressed  by  the  strong  performance  of 
Profdoc and look forward to working with the company as part of  the 
CompuGROUP group of  companies.",  says  Frank  Gotthard,  founder,  
main  shareholder  and chairman of the management board of 
CompuGROUP.
Medici Corporate ASA acts as  sole  financial  advisor  in  the  
transaction  to Profdoc and SEB Enskilda AS acts as sole financial 
advisor  in  the  transaction to CompuGROUP.
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
Profdoc ASA
Einar J. Greve
Telephone +47 90 02 77 66
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.
About Profdoc ASA Profdoc is a leading vendor of healthcare  
information  technology  for  office- based physicians, hospitals and
laboratories.  Since  the  inception  in  1985, Profdoc has built a 
solid business and created a  strong  brand  for  efficient, 
intuitive, user friendly and reliable  IT-solutions  for  healthcare 
providers. More than 52,000 concurrent users at more  than  5,750  
sites  now  use  Profdoc
systems to  manage  clinical,  administrative  and  financial  tasks.  For  more
information visit: www.profdoc.com.
* * *
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.This announcement is not, and shall  not  be construed as, an 
offer to purchase shares in Profdoc ASA.  The  mandatory  offer to be
set out in the mandatory offer document will  not  be  made,  
directly  or indirectly, in or into the United States, Canada, 
Australia or Japan.
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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