CompuGroup makes all-cash bid for iSOFT

CompuGroup Holding AG has announced a recommended all-cash offer to acquire the entire issued and to be issued ordinary share capital of iSOFT Group plc for 66p a share or approximately GBP 160 mln (EUR 238 mln). The CompuGroup Directors believe that the combination of CompuGroup and iSOFT will create one of the world’s leading healthcare software companies, with operations in over 16 countries.

CompuGroup has reached agreement with Computer Sciences Corporation on a mutually satisfactory solution which will enable CSC to take full control of certain of its obligations in respect of the National Programme for Information Technology (NPfIT), the National Health Service’s programme to deliver integrated electronic patient records across England, whilst giving greater certainty to CompuGroup in respect of iSOFT’s ongoing operations and limiting liability for iSOFT on historic and future NPfIT related issues.

As part of the agreement, CompuGroup will sell parts of iSOFT’s UK business established under the NPfIT to CSC. This business includes development and delivery of the Lorenzo software for the NHS in the UK.

The value of CompuGroup’s cash offer exceeds, by 18.9%, the current implied value of the share Offer to acquire iSOFT which was announced by IBA Health Limited on May 15. The current value of the IBA offer is equal to approximately 55.6p per iSOFT share and is an all-paper offer, compared to CompuGroup’s all-cash offer.

iSOFT is a leading provider of software solutions for the healthcare market with its headquarters in the United Kingdom. For the year ended April 30, 2006, iSOFT generated revenues of GBP 202 mln (EUR 300 mln). CompuGroup reported revenues of EUR 140 mln in 2006.

CompuGroup’s all-cash offer, which is being made by its wholly-owned UK subsidiary, CompuGroup UK Limited, has been unanimously recommended by the iSOFT Board of Directors (excluding Rene Kern, the representative of General Atlantic, which is a material shareholder of CompuGroup Holding AG). Based on current due diligence, CompuGroup does not anticipate any significant regulatory hurdles for the completion of the proposed transaction.

CompuGroup’s offer represents: a premium of 18.9% to the implied value of the IBA
offer on July 19; and a premium of 18.4% to the closing mid-market price
of 55.75 pence per iSOFT Share on October 16.

CompuGroup is one of the leading e-health companies in Europe. Its products aim to provide efficient communication, cost-effective organisation and secure documentation, as well as enhancing quality levels within healthcare and providing medical expert systems. The company’s software and communications solutions provide support to about 255,000 doctors, dentists, hospitals, associations and networks as well as to other service providers in Europe.

More than 50 subsidiaries located in nine countries operate under the umbrella of CompuGroup Holding AG. The company currently employs about 1,500 people and reported revenues of EUR 140 mln and EBITDA of EUR 38.4 mln in 2006.