Hello everyone, and thank you for joining today's conference call on a short notice. As you have seen this morning, we have announced an investment agreement with CVC Capital Partners. In the context of this envisaged partnership, CVC has announced the intention to launch a voluntary public tender offer for all outstanding shares of CompuGroup Medical. In today's call, our CFO, Daniela Hommel, will guide you through the rationale and key details of the announcement. Her presentation will be followed by a question-and-answer session. Before I hand over to Daniela, I'd like to draw your attention to the disclaimer on this slide. The presentation contains forward-looking statements which involve risks and uncertainties. These statements are based on assumptions that may change over time, and actual results could differ from what is discussed today.
Please refer to this slide and obviously to the tender offer document once it is published for additional information. And now I would like to give the floor to our CFO, Daniela Hommel. Daniela, over to you.
Thank you, Claudia, and also a warm welcome, and thank you from my side for joining this call. I would like to start with a brief overview of the transaction. To start with, CompuGroup Medical is entering into an investment agreement with CVC Capital Partners. We, the managing directors, as well as the administrative board and supervisory board, welcome the strategic partnership with CVC, subject to our review of the offer document to be published by CVC. CVC has announced the intention to launch a voluntary public tender offer to all outstanding shareholders at a price of EUR 22 per share in cash. The successful completion of the public tender offer is the precondition for the envisaged partnership. After completing the public tender offer, the intention is to take CGM private to a delisting offer.
The offer price represents a significant premium of 51% compared to the three months' volume-weighted average share price as of December 6, 2024. CGM will remain a family-owned business with the founding family, Gotthardt, and related shareholder, Dr. Reinhard Koop, retaining their 50.1% shareholding. The tender offer is subject to a minimum acceptance threshold of 17% and regulatory conditions, including antitrust clearance. So much for the facts for today's announcement, but let's take a step back and look at the bigger picture. For more than 30 years, CompuGroup Medical has been contributing to the digitization of healthcare. We develop software that streamlines medical and administrative processes for healthcare providers, including electronic communication with patients. This not only gives providers more time for their services and thus more time for patients. It also provides healthcare professionals and patients with helpful medical information that benefits everyone in the healthcare system, anytime, anywhere.
Our customer focus has always been strong, and we are continuing to strengthen it further through targeted investments. In this context, CGM has been writing an impressive success story for more than 30 years, always in line with our purpose as defined by our founder, Frank Gotthardt. Nobody should suffer or die because at some point, medical information was missing. We serve a unique customer base in healthcare, a sector which has seen accelerating change momentum given the shortage of skilled personnel, professionals, democratic shifts, and rising cost pressures for medical practices, hospitals, and pharmacies. That is where CGM products come in. The demand for innovative digital tools represents enormous growth potential, but realizing this opportunity requires sustained and significant investment. To deliver against our purpose, we are determined to continue investing on a high level going forward.
CVC is fully committed to support our strategy of innovation and growth in the envisaged partnership. With CVC's deep healthcare and software expertise, strong commitment, and global network, this potential partnership could provide the support and resources to catalyze the next phase of innovation, growth, and transformation in healthcare. The envisaged partnership is fully aligned with our existing strategy, as initiated by our CEO, Professor Dr. Daniel Gotthardt, since September, and is driven by the whole CGM team. We continue to focus on operational excellence. We need to become faster, more efficient, more transparent. This is and will remain an all-encompassing initiative at CGM with enormous potential to improve processes, tools, and ways of working crucial to unleash our full strength. The second priority is synchronizing our products in order to make healthcare more efficient and effective.
And the third topic is the development of a Digital Co-Pilot to best support healthcare professionals around the world. This is pivotal to enable healthcare professionals to make informed decisions, streamline workflows, and improve patient outcomes. Our potential partner, CVC, is fully aligned and supports our strategic priorities, which will require further investments going forward. Let's take a closer look at the details of the partnership. CVC, GT1 Vermögensverwaltung GmbH, which is our largest single shareholder and controlled by Frank Gotthardt, and CGM have signed an investment agreement. All three partners are fully committed to our existing strategy focused on innovation and growth. As mentioned before, the Gotthardt family and Dr. Koop will retain their 50.1% majority stake. As a result, CGM will remain a family-owned business.
CVC is one of the world's leading private equity firms and has extensive experience partnering with family-backed companies and entrepreneurs, also taking minority positions. Our governance is not going to change. Frank Gotthardt will remain chairman of the administrative board, and Professor Dr. Daniel Gotthardt will remain CEO of CGM and member of the administrative board. Also, the parties have agreed not to enter into a domination and profit and loss transfer agreement for a period of two years after the closing of the offer. The joint goal in case of a successful tender offer is to reliably empower medical professionals with next-generation products and strong customer support. As I said before, the strategic partnership is subject to the successful closing of the public tender offer, which again depends on a minimum threshold of 17%. Now let's move on to the perspective of our shareholders.
The tender offer price of EUR 22 represents a significant premium of 51.1% to the three months' volume-weighted average price and a premium of 33.5% over the closing price as of December 6, 2024. The offer price also exceeds the average broker target price of EUR 20. The offer gives CGM shareholders the opportunity to realize immediate and secure cash value without the risk associated with ongoing investments and industry uncertainties. CVC intends to pursue a delisting as soon as legally possible. As mentioned before, the parties have agreed not to enter into a domination or profit transfer agreement for a period of two years after the closing of the offer. Unlike a strategic buyer, there will be no upside from integration measures or synergies.
The managing directors, the administrative board, and the supervisory board of CGM welcome these offers and, subject to review of the offer documentation, intend to recommend that shareholders accept the offer. Finally, let's outline the next steps. Today, we have announced the investment agreement and intended voluntary public tender offer by CVC. The tender offer document will be filed with BaFin shortly. Within the next few weeks, the offer document is to be published, and CGM's management and supervisory board will issue their statements. The acceptance period for the offer will likely begin at the end of December and last for five weeks. The offer meets the minimum acceptance threshold. If the offer meets the minimum acceptance threshold and regulatory approvals are obtained, we expect to close the transaction in the first half of 2025. We will keep you updated throughout the process.
Now, let me hand back over to the operator for any questions.
We will now begin the question and answer session. Anyone who wishes to ask a question may press Star and 1. You will hear a tone to confirm that you have entered the queue. If you wish to remove yourself from the question queue, you may press Star and 2. Questioners on the phone are requested to disable the loudspeaker mode and eventually turn off the volume of the webcast while asking a question. Anyone with a question may press Star and one at this time. Our first question comes from Knut Woller from Baader Bank. Please go ahead.
Good morning and thank you for taking my question. While I understand all the talk about the premium compared to the weighted three-month average share price, I think looking at historical valuation, the offer looks quite unattractive. So I want to get a better understanding, Daniela, regarding the investment required that you see and also regarding the growth and margin levels that you have factored into this consideration of the strategic partnership. Thank you.
Many thanks, Knut, for your questions. What I can say is that our current business plan, as usual, has been the basis for the fair value fairness opinions that we have obtained and that fairness opinions provided that share price that is offered is fair, and that was the basis for our decision or our intended decision. Our business plan, I think we never provide transparency on that one, but it's for these goals. I provided you in the Q3 call a lot of information of where we want to invest, how we deal with AI, and that is basically the road that we are going.
Okay, got it. And the current construction basically will grant the upside to the founding family that remains a shareholder, but then if the strategy is successful, then the investors that accept the offer, they are basically left out in this kind of deal. That's the way how it works, right?
So, everybody who tenders today can get a significant upside to the share price that was relevant on December. The Gotthardts stay and bear the operational risks, and shareholders that do not want to tender. That I think that's their decision how they evaluate whether the premium is attractive enough or whether they want to stay.
Okay, thank you, Daniela.
The next question comes from Florian Tresch from Kepler Cheuvreux. Please go ahead.
Yes, good morning, and thanks for taking my question. I have two. So in the initial ad hoc statement, you mentioned, at least in the English version, EUR 22, you're referring to it as a starting point. Can you take us through the decision to call it a starting point? And the question part, second part to it is, let's say your decision to set the price at EUR 22 in the announcement, can you elaborate a bit how you get there? The second part is maybe a bit too technical, but if there will be a dividend being paid out for 2024, will the takeover price be reduced by that amount? Thank you.
First of all, I want to remind you that the offer price was set by CVC, and our task force, too, wants to still evaluate the fairness. We have worked with two investment banks there to evaluate the fairness, and they are Deutsche Bank and J.P. Morgan. We find that the share price is fair. What exactly CVC did to come to that price, I cannot tell you. That was not part of the discussion. With regard to the initial or starting point, see, there was a leak at the talk yesterday, and that was reflecting the status that we had last night, and that's why I think that was a misunderstanding with regard to starting point. The price that we have seen this morning is the price. And then could you repeat please the third part of the question?
It's around the dividend paid, so yeah.
Yeah. And to remind you there, every dividend is subject to a shareholders' meeting. From our perspective, we are starting a process today, which is subject to regulatory approval by the BaFin and then a successful tender offer, and that's why to state something about the dividend today is, in our perspective, too early.
Okay, thank you.
As a reminder, if you wish to register for a question, please press Star followed by one. The next question comes from Wolfgang Specht from Berenberg. Please go ahead.
Yes, hello, good morning. Thanks for the clarity on the dividend, which is not really a clarity, but anyway. One question left. Is there any reason why the CEO is not explaining to his investors why he opted for this decision and why other potential strategies or strategic options were not available?
Wolfgang, I think the press release is the press release. I don't read there that nobody or that we did not evaluate other strategic offers and positions. We are stating that we entered today into an investment agreement with CVC, and that was basically the favorable option that we chose, and we are going that route now. With regard to Daniel, I mean, you know that he's also a major shareholder and belongs to the Gotthardt family, so we decided at a very early stage that people that have a potential conflict of interest won't speak about that transaction, and that's why I'm not having a conflict of interest, and that's why I'm speaking to you.
Okay, thanks a lot.
Okay, and I'm checking once again, but since we do not have any further questions at this time, we thank all of you for dialing in on such a short notice. As always, you know where to find investor relations if you have further questions, and we wish you a good day. Thank you.