Operational Review

Acquisitions and mergers

Acquisition of Noteworthy Medical Systems Inc., USA

In February, CompuGROUP entered into an agreement with Noteworthy Medical Systems, Inc. for the purchase of 51.6 percent of the shares in the company. Noteworthy is a privately held company founded in 1996 and headquartered in Cleveland, Ohio, that provides a comprehensive set of tools to effectively manage and facilitate care in the ambulatory setting. Noteworthy's focus is to provide sophisticated applications for primary care as well as the technology to connect physicians, hospitals and healthcare communities for improved care and communication. Noteworthy serves a customer base of more than 1,300 practices, 5,000 healthcare providers and 13,000 users across 43 states. The purchase price for 51.6 percent of the shares was EUR 5.9 million.

A rights offering of new shares was offered to all shareholders of Noteworthy Medical Systems Inc. during August and September with closing of the issue in October. CompuGROUP subscribed to all shares offered pro-rata and in addition subscribed to all shares not subscribed by other shareholders. After the issue, CompuGROUP holds 76.2 percent of the shares of Noteworthy for an additional investment of EUR 2.7 million.

Acquisition of Avenir Télématique, France

In February, CompuGROUP acquired all shares of the French company Avenir Télématique, Avenir develops and distributes the software product 123Santé®, a solution for the ambulatory healthcare sector. The company was founded in 1987 with an office in Bourges (200km south of Paris). The number of invoiced customers corresponds to approximately 1000 doctors. The purchase price for 100 percent of the shares was EUR 0.6 million.

Additional share purchase medicine medienproduktionsgesellschaft mbH, Mainz

In April 2009, CompuGROUP Beteiligungsgesellschaft mbH acquired 21.1 percent of the shares in medi cine medienproduktionsgesellschaft mbH in Mainz that were outstanding according to the option contract. medi cine provides TV and multimedia productions of medical, scientific and non -fictional nature as well as 3D computer animations in the healthcare sector. The purchase price for 21.1 percent of the shares was EUR 1.00.

Additional share purchase Tepe, Turkey

In June 2009, CompuGROUP increased its share in Tepe International by 5 percent up to 100 percent. According to the assignment agreement, trade receivables of Tepe International amounting to TL 350,000 towards the minority shareholder were assigned to CompuGROUP Holding AG. At the same time, CompuGROUP Holding AG took over the outstanding 5 percent of the shares for TL 350,000 (EUR 162,507) according to a separate contract in order to set-off the transferred receivables.

Additional share purchase Promed, Turkey

In July 2009, CompuGROUP Beteiligungsgesellschaft mbH acquired the outstanding 10 percent of the shares in Promed Bilgi Yönetim Sistemleri ve Saglik Danismanlik A.S. in Turkey according to the option contract. Promed provides electronic solutions to the health insurance industry and other institutions active in the healthcare-reimbursement system. The purchase price for 10 percent of the shares was USD 0.4 Mio.