Press Release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
- The Offer is based on an investment and delisting agreement entered into today between Beowolff Capital and artnet which sets forth the joint strategy for artnet in a private ownership setting
- Offer provides for an all-cash consideration of €11.25 per artnet share, representing a significant premium of c. 97% to the undistorted XETRA closing share price of artnet on March 3, 2025
- Beowolff Capital has already secured a stake of 65% of artnet’s entire share capital
- Envisaged transaction would establish Beowolff Capital as a premier investment entity that aims to expand the art market among both buyers and sellers
- Shareholders of artnet have the opportunity for immediate value crystallization by tendering their shares into the takeover offer with a significant premium before the delisting
- artnet’s Management Board and Supervisory Board welcome the offer and appreciate Beowolff Capital’s decision to support artnet’s long-term development in a private ownership setting with a stable, long-term shareholder
Berlin, Germany/New York, USA/London, U.K. – May 27, 2025: SCUR-Alpha 1849 GmbH (in future: Leonardo Art Holdings GmbH), an investment vehicle advised by Beowolff Capital Management Ltd. (collectively, “Beowolff Capital”), today signed an investment and delisting agreement with artnet AG (“artnet”) and published its intention to launch a voluntary public takeover and delisting offer (the “Offer”) for artnet. Beowolff Capital offers artnet shareholders €11.25 in cash per artnet share (the “Offer Price”). The Offer Price implies a significant premium of c. 97% to the XETRA closing share price of artnet on March 3, 2025, the last trading day prior to the publication of an ad-hoc notification of artnet’s major shareholder Weng Fine Art AG about a potential takeover offer for artnet by an interested party for an offer price of €11.00, and c. 56% to the volume weighted share price of €7.20 in the three-month period preceding such date. It further implies a premium of c. 38% to the XETRA closing share price of artnet on April 10, 2025, the last trading day prior to the publication of an ad-hoc publication of artnet about ongoing negotiations about a potential takeover offer for artnet for an offer price of at least €11.00.
artnet is a leading data, media, and digital marketplace provider to the international art market. Founded in 1989 by Hans Neuendorf, artnet has revolutionized the way collectors, professionals, and art market enthusiasts discover, research, and collect art today. artnet has 67 million unique users annually, making it the largest global platform for fine art.
Beowolff Capital is a private investment firm which combines long-term, value-added partner capital with its own balance sheet and founder capital to take substantial positions in a highly concentrated portfolio of investments. It employs its proprietary digital, data, and artificial intelligence capabilities to grow its companies, generate substantial investment returns, and make the world a better place.
The Offer for artnet follows Beowolff Capital’s recent majority investment in Artsy, the largest online marketplace for discovering and buying fine art. These two transactions are foundational steps toward the creation of a portfolio of market-leading companies to enhance scale and drive collaboration and profitability.
Andrew Wolff, Chief Executive Officer of Beowolff Capital, said: “The digital art market is ripe for accelerated innovation. Through our growing portfolio of control investments in market-leading companies, we are building a symbiotic ecosystem powered by shared artificial intelligence tools. Our platform will deliver next-generation products, better serve all market participants, and make art more accessible to everyone.”
Through the proposed transaction Beowolff Capital would enable artnet in a private ownership setting to enhance its strong commercial proposition to its customers and deepen the competitive position of its database, media, and marketplace business lines.
Jan Petzel, Chief Investment Officer of Beowolff Capital, added: “artnet represents a compelling opportunity that aligns perfectly with our goal of building an interconnected art market. The strength of the artnet brand and scale of its global reach are significant, and we intend to further develop and enhance its value proposition.”
Jacob Pabst, Chief Executive Officer of artnet, stated: “This transaction comes at a pivotal moment for artnet’s innovation and product development. I am deeply proud of the artnet team, whose dedication and hard work have been instrumental in driving our global expansion. It’s incredibly rewarding to see their efforts recognized, as this will finally allow us to accelerate the initiatives they have worked so hard to build. Beowolff Capital’s long-standing support of artnet gives me confidence in their commitment and optimism for our partnership. We believe that the proposed transaction offers our customers new opportunities to strengthen their businesses and deepen their patronage of the arts.”
Furthermore, both the Management Board and Supervisory Board of artnet welcome the Offer and appreciate the constructive dialogue with Beowolff Capital. They believe that it presents an opportunity to support the company’s long-term development in a more stable, private environment, while also offering artnet’s shareholders an opportunity to crystallize the value of their investment.
Key transaction details
Beowolff Capital will finance the Offer on an all-equity basis and does not require external financing or debt. Beowolff Capital has already secured a stake of 65% in artnet's entire share capital through irrevocable undertakings and share purchase agreements, including with Weng Fine Art AG.
In addition, Beowolff Capital and artnet are convinced that artnet would be best positioned in a private ownership setting with a stable, long-term shareholder. This would allow it to accelerate its business strategy away from the volatility and costs of a public market listing and short-term earnings pressures. In connection with the offer announcement, Beowolff Capital and artnet have today entered into an investment and delisting agreement. In this agreement, Beowolff Capital and artnet have agreed that, subject to customary conditions and caveats, artnet will support the Offer, apply for the revocation of the admission of the artnet shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with effect as of the end of the additional acceptance period of the Offer (Delisting), and take all commercially reasonable steps and measures to terminate the inclusion of the artnet shares in trading on the open market. This may result in a very limited liquidity and price availability for artnet shares. The delisting from the regulated market will also terminate artnet’s comprehensive financial reporting obligations and capital market publication requirements. Prior to the delisting, shareholders of artnet have the opportunity for value crystallisation by tendering their shares into the Offer.
Next steps
The Offer will not be subject to any conditions and otherwise be made on, and subject to, the terms set out in the offer document for the Offer (“Offer Document”), which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the Offer Document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The Offer Document (once available) and other information relating to the Offer will be published on the following website: www.leonardo-offer.com.
Advisors
Beowolff Capital is advised by ParkView Partners as exclusive financial advisor and Kirkland & Ellis as legal advisor on this transaction. artnet is advised by Noerr as legal advisor on this transaction.
28 May 2025
21 May 2025
innoscripta SE sets final price for IPO at EUR 120.00 per share
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.
Disclosure of inside information acc. to Article 17 MAR
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
Munich, 21 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the final offer price for its initial public offering (the "Offering") at EUR 120.00 per share.
In total, approx. 1.82 million existing shares from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (the "Selling Shareholders") were placed in connection with the Offering, comprising approx. 1.58 million existing base shares as well as approx. 0.24 million existing shares provided by the Selling Shareholders in connection with the over-allotment option.
The total placement volume amounts to approximately EUR 218 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalisation will amount to EUR 1.2 billion. The free float of the Company will amount to approx. 18.2%, assuming full exercise of the greenshoe option.
Trading of the Company's shares on the Scale Segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on May 23, 2025 under the trading symbol “1INN” and the ISIN DE000A40QVM8.
Berenberg acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO who acted as further Joint Bookrunners.
About innoscripta
innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.
17 May 2025
Pulsion Medical Systems SE: MAQUET Medical Systems AG submits squeeze-out request to Pulsion Medical Systems SE
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
Feldkirchen, 15 May 2025
MAQUET Medical Systems AG, registered office: Rastatt, Kehler Straße 31, 76437 Rastatt (AG Mannheim HRB 719044), an indirect subsidiary of Getinge AB, Sweden, submitted a request on 15 May 2025 to Pulsion Medical Systems SE, registered office: Feldkirchen, Hans-Riedl-Str. 21, 85622 Feldkirchen (AG Munich HRB 192563), pursuant to Section 327a (1) 1 of the German Stock Corporation Act (AktG), that the General Meeting of Pulsion Medical Systems SE should pass a resolution at an extraordinary General Meeting to transfer the shares of the remaining shareholders of the company (minority shareholders) to MAQUET Medical Systems AG in return for an appropriate cash compensation (a so-called ‘squeeze-out under stock corporation law’). According to its own information, MAQUET Medical Systems AG holds, directly and indirectly, 95.69 % of the share capital of Pulsion Medical Systems SE after deduction of the number of its own shares. It is therefore the main shareholder within the meaning of Section 327a (1) sentence 1 AktG.
The amount of the cash compensation will be communicated in a specific request and published separately as soon as it has been determined by the necessary valuation of Pulsion Medical Systems SE. Subsequently, the general meeting that is to pass the transfer resolution can be convened. This is expected to take place in the fourth quarter of 2025. The squeeze-out under stock corporation law will only become effective once the approving resolution of the general meeting is passed and the transfer resolution is recorded in the commercial register at the registered office of Pulsion Medical Systems SE. Pulsion Medical Systems SE will announce the date of the general meeting that will decide on the squeeze-out under stock corporation law separately.
Pulsion Medical Systems SE
1&1 AG: Voluntary public partial acquisition offer by United Internet AG to increase its stake in 1&1 AG
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Montabaur, 16 May 2025 – The Management Board of United Internet AG today published its decision to make a voluntary public acquisition offer in the form of a partial offer pursuant to Section 10 (1) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetzes, "WpÜG "), as set out below.
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
The Management Board and Supervisory Board of 1&1 AG will review the corresponding offer document in accordance with the statutory provisions and issue a statement as soon as it has been submitted to the company.
Wording of the announcement of United Internet AG
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG)
Bidder:
United Internet AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 5762
Target company:
1&1 AG
Elgendorfer Str. 57
56410 Montabaur
Germany
registered with the commercial register of the local court (Amtsgericht) Montabaur under HRB 28530
ISIN: DE0005545503
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
https://www.united-internet.de/en/investor-relations/offer-2025.html
On May 16, 2025, United Internet AG, with its registered office in Montabaur, Germany (the “Bidder”), decided to submit a voluntary public acquisition offer in the form of a partial offer to the shareholders of 1&1 AG (the “Offer”), with its registered office in Montabaur, Germany (the “Company”), to acquire up to 16,250,827 no-par value bearer shares in the Company not already directly held by the Bidder, corresponding to approximately 9.19 % of the share capital, each with a notional interest in the share capital of EUR 1.10 (ISIN DE0005545503 / WKN 554550) (the “1&1 Shares”).
The Offer provides for payment of a cash consideration of EUR 18.50 per 1&1 Share, representing a premium of (i) approx. 20% over yesterday's closing price in XETRA trading on the Frankfurt Stock Exchange and (ii) approx. 29% over the volume-weighted average stock price of the 1&1 Share in XETRA trading on the Frankfurt Stock Exchange during the three months prior to this announcement. The definitive number of 1&1 Shares subject to the Offer will be set forth in the offer document.
The Bidder currently directly holds 142,837,357 1&1 Shares which represent approximately 80.81 % of the share capital of the Company. The Bidder's shareholding in the Company would increase in proportion to the number of 1&1 Shares for which the Offer is accepted.
The Bidder currently has no intention to conclude a domination agreement and/or profit and loss transfer agreement with 1&1 AG. The 1&1 Shares will continue to be traded in XETRA trading on the Frankfurt Stock Exchange after completion of the voluntary public acquisition offer. Delisting and squeeze out are not intended.
The Offer will be made in accordance with the terms and conditions set forth in the offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The offer document and other information relating to the Offer will be available on the internet at https://www.united-internet.de/en/investor-relations/offer-2025.html . Additionally, the publication of the offer document will be announced in the federal gazette (Bundesanzeiger).
Disclaimer
This announcement must not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This announcement is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this announcement would violate applicable law or would require a registration or license within such jurisdiction.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by use of a postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, without limitation, transmission by fax, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America either.
This announcement does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the Company in the United States of America, Germany or any other jurisdiction.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of 1&1 AG's management and contain known and unknown risks and uncertainties that could cause the actual results, performance or events to differ materially from those expressed or implied by such forward-looking statements. Actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect 1&1 AG, or other factors. 1&1 AG assumes no obligation to update forward-looking statements.
Montabaur, 16 May 2025
1&1 AG
The Management Board
H&R Holding GmbH announces voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA
Corporate News 16 May 2025
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
- Significant investment will constrain the dividend payout capacity and share price potential for years to come
- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
- The Offer will be subject to a minimum acceptance threshold of 85%
H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.
Significant investment in transformation required to position H&R KGaA for the future
As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.
In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.
The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.
“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.
“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.
Key information on the voluntary public tender offer
The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.
The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.
The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.
The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.
After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.
09 May 2025
Burda Digital SE submits specified demand for squeeze-out and determines cash compensation for transfer of the shares of the minority shareholders of New Work SE at EUR 105.65
Corporate News
Hamburg, 8. May 2025
Hamburg, 8. May 2025
On 7 May 2025, Burda Digital SE has submitted a specific request to the Management Board of New Work SE (“Company”) for the transfer of the shares of the Company’s minority shareholders to Burda Digital SE as the main shareholder in exchange for an appropriate cash settlement in accordance with Section 327a para 1 sentence 1 of the Stock Corporation Act (AktG) (squeeze-out under Stock Corporation Act).
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
In this context, Burda Digital SE has informed the Management Board of the Company that it holds approximately 97.07% of the Company’s share capital and has set the cash compensation for the transfer of the shares of the Company’s minority shareholders to it at EUR 105.65 per share of the Company. On 7 May 2025, the court-appointed expert auditor has confirmed that the cash compensation determined by Burda Digital SE is appropriate.
The transfer of the shares of the minority shareholders of the Company to Burda Digital SE as the main shareholder in exchange for a cash settlement of EUR 105.65 per share of the Company is to be resolved at the Company’s Annual General Meeting, which is expected to take place on 23 June 2025.
The squeeze-out under Stock Corporation Act will only become effective upon entry of the approving resolution of the Company’s Annual General Meeting in the commercial register.
08 May 2025
CompuGroup Medical SE & Co. KGaA: CompuGroup Medical and CVC plan delisting – public delisting offer announced by CVC
Corporate News
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
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.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
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.
- CVC to launch public delisting offer of EUR 22.00 in cash per share as planned
- Managing Directors, Supervisory Board and Administrative Board of CompuGroup Medical welcome public delisting offer
- Offer provides CGM shareholders with the opportunity to sell their shares independently of market liquidity prior to delisting
- Delisting will enable CompuGroup Medical to focus on implementation of its long-term innovation and growth strategy
- Following the completion of the public takeover offer on May 2, 2025, CVC holds 24.27% of the share capital and voting rights in CompuGroup Medical
Koblenz – CompuGroup Medical SE & Co. KGaA (“CGM” or “CompuGroup Medical”), a leading global provider of e-health solutions, and CVC Capital Partners (“CVC”) are initiating the process of the agreed delisting of CGM. Both parties are convinced that CGM's long-term investment and growth strategy can be implemented more effectively under private ownership. Together, CompuGroup Medical and CVC aim to drive innovation in the healthcare sector that will benefit patients and healthcare providers worldwide. The joint goal is to provide healthcare professionals with reliable support through state-of-the-art software products and excellent customer service.
Prof. (apl.) Dr. med. Daniel Gotthardt, Chief Executive Officer of CompuGroup Medical, said: “With this strategic partnership, we are strengthening CompuGroup Medical's position as one of the leading e-health companies. Together with CVC, we can purposefully invest in long-term growth and innovation. A successful delisting will provide a long-term strategic perspective for CompuGroup Medical, independently of the capital market’s short-term expectations. We continue to focus on providing innovative solutions for our customers: doctors, dentists, hospitals, pharmacists, healthcare professionals, insurance companies and pharmaceutical companies, for the benefit of patients.”
Dr. Daniel Pindur, Managing Partner at CVC, explained: “The dynamic changes in the healthcare sector require strategic and, above all, long-term investments. Following the delisting, we will be able to fully focus on investments and driving product development together with the founding Gotthardt family.” Can Toygar, Partner at CVC, added: “For CGM shareholders, the public delisting offer provides an opportunity to sell their shares now at an attractive price - this will be much more difficult after delisting.”
The withdrawal from the regulated market of the Frankfurt Stock Exchange is subject to a prior public delisting offer to all shareholders of CompuGroup Medical. In accordance with the agreement concluded with CGM today, Caesar BidCo, a holding company owned by investment funds advised and managed by CVC will launch such an offer with a cash offer price of approximately EUR 22,00 per share, subject to the determination of the statutory minimum price. This amount corresponds to the offer price of the previous voluntary public tender offer published in December 2024 and completed on May 2, 2025.
The public delisting offer gives CompuGroup Medical shareholders the opportunity to sell their shares at a price of EUR 22.00 prior to the delisting independently of market liquidity. Shareholders who remain invested, will face the risk of not being able to trade their shares to the extent they were accustomed to. The statutory financial reporting requirements also provide for a significantly reduced scope of information to be disclosed.
The Managing Directors, Supervisory Board, and Administrative Board of CompuGroup Medical welcome the offer. CompuGroup Medical Management SE and the supervisory board intend to recommend that shareholders accept the offer, subject to their review of the offer document. They will provide a reasoned statement pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; “WpÜG”) after publication of the offer document by the bidder.
The shareholders around the founding family Gotthardt, who control approximately 50.12% of all shares and voting rights in CGM, and CVC, who via the bidder hold approximately 24.27% of the share capital and voting rights in CGM, form a strong partnership. In the course of the public delisting offer, the shareholders around the founding Gotthardt family will not sell any of their shares.
CGM and CVC first announced their strategic partnership and the planned subsequent delisting of CGM on December 9, 2024. In this context, CVC published a voluntary public tender offer to all CGM shareholders. On April 17, the bidder announced receiving the final regulatory approval for its voluntary public tender offer. The strategic partnership between CVC and CGM officially came into effect upon completion of the offer on May 2. All shareholders of CompuGroup Medical who tendered their shares in the tender offer received the offer price of EUR 22.00 per share.
The public delisting offer is expected to be published still in May 2025 and the acceptance period is also expected to commence in May 2025. The closing of the delisting transaction is expected within the first half of the 2025 financial year, and in any event before CGM's Annual General Meeting scheduled for 1 August 2025. In accordance with the requirements of the German Securities Acquisition and Takeover Act, the offer document and further information in connection with CVC's public delisting offer will be available on the following website after approval by the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht”; BaFin): www.practice-public-offer.com. There will be no additional acceptance period. The delisting offer will not be subject to any closing conditions.
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.
About CVC Capital Partners
CVC is a leading global private markets manager with a network of 30 office locations throughout EMEA, the Americas, and Asia, with approximately €200 billion of assets under management. CVC has seven complementary strategies across private equity, secondaries, credit and infrastructure, for which CVC funds have secured commitments of over €260 billion from some of the world's leading pension funds and other institutional investors. Funds managed or advised by CVC’s private equity strategy are invested in approximately 140 companies worldwide, which have combined annual sales of over €168 billion and employ over 600,000 people. CVC has been an established player in the German-speaking region for over 30 years and has successful partnerships with founder- and family-run companies, including Douglas, Europe's leading omnichannel provider of premium beauty, and until recently DKV Mobility, a leading service provider for international mobility, and Messer Industries, a leading global specialist for industrial gases.
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.
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