DGAP-Adhoc: CompuGroup Medical SE & Co. KGaA acquires eMDs

Today, CompuGroup Holding USA, Inc., a 100 % subsidiary of CompuGroup Medical SE & Co. KGaA ("Company"), and MDeverywhere Midco, Inc., USA, the sole indirect shareholder of eMDs, Inc., USA (jointly "eMDs"), have entered into an agreement regarding acquisition of 100 % issued and outstanding capital stock of eMDs. The competent corporate bodies of the Company have already approved the transaction.

eMDs' key products are Ambulatory Information Systems and outsourcing services for the accounting of medical services. CGM is thus strengthening its position in the USA significantly and, after the acquisition, will be the top 4 in the market for Ambulatory Information Systems in the USA based on the number of independent doctors' practices which are not part of a hospital.

The transaction is structured as a reverse triangular merger under U.S. law. The consideration to be paid to the current shareholders of eMDs is based on an enterprise value of approx. USD 240 million (approx. EUR 203 million), which will be adjusted inter alia for amounts of cash, financial debt and net working capital (compared to a reference amount) as of the closing date. In the fiscal year 2019/2020 (ended 2020/03/31), eMDs generated revenues of approx. EUR 81 million and an EBITDA of approx. EUR 12 million with more than 60.000 healthcare providers.

Closing of the transaction is expected by the end of 2020 and is in particular subject to approvals by the U.S. merger control and investment control authorities.