2007

Recommended cash offer for iSOFT from CompuGROUP

The Offer will be at a price of 66 pence in cash for each iSOFT Share, valuing the fully diluted share capital of iSOFT at approximately £160 million.

The price of 66 pence in cash for each iSOFT Share represents:

1. a premium of approximately 18.9 per cent. to the implied value of the IBA Offer on 19 July 2007, being the last Business Day prior to the date of this announcement; and
2. a premium of approximately 18.4 per cent. to the closing mid-market price of 55.75 pence per iSOFT Share on 16 October 2006, being the last Business Day prior to the announcement by iSOFT that it was reviewing its options with respect to the long term capital needs of its business and that it had received a number of expressions of interest.

CompuGROUP is a newly-incorporated company which has been formed for the purpose of effecting the Scheme and is a wholly owned subsidiary of CompuGROUP Holding AG ("CompuGROUP Holding"). The CompuGROUP Directors believe that CompuGROUP Holding 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 communication solutions support around 255,000 doctors, dentists, hospitals, associations and networks as well as other service providers across Europe. More than 50 subsidiaries in 9 countries operate under the CompuGROUP umbrella and the company employs approximately 1,500 people. CompuGROUP Holding is listed on the Frankfurt Stock Exchange and as at 19 July 2007 had a market capitalisation of approximately €875 million.

CompuGROUP will finance the Offer and repayment of iSOFT's existing bank facilities, which are repayable upon a change of control of iSOFT, and the ongoing working capital requirements of the Enlarged Group, through a combination of CompuGROUP Holding's existing cash resources and committed New Debt Facilities of £285,000,000. The New Debt Facilities have been arranged and underwritten by SEB AG.

CompuGROUP Holding has reached agreement with Computer Sciences Corporation (NYSE: CSC) ("CSC") on a mutually satisfactory solution which will enable CSC, if the Scheme becomes effective, to take full control of certain of its obligations in respect of the National Programme for IT ("NPfIT") project whilst giving greater certainty to CompuGROUP Holding in respect of iSOFT's ongoing operations and limiting liability for iSOFT on historic and future NPfIT related issues. In addition, CSC has agreed that it will not withhold its consent to the change of control of iSOFT which will occur on the Scheme becoming effective.

Following the announcement by iSOFT on 6 July 2007 that the resolutions proposed in connection with the IBA Scheme at both the Court meeting and extraordinary general meeting of iSOFT Shareholders had been passed by the requisite majorities, on 19 July 2007 the iSOFT Directors received an unsolicited definitive proposal from CompuGROUP comprising an all cash offer for the entire issued and to be issued share capital of iSOFT.

In accordance with their fiduciary duties to iSOFT Shareholders, the iSOFT Directors have considered this proposal and concluded that the Offer represents better value to iSOFT Shareholders than the IBA Offer. The Offer is conditional only on approval by iSOFT Shareholders and the Court sanctioning the Scheme and confirming the Capital Reduction. The iSOFT Directors have therefore withdrawn their recommendation of the IBA Offer and intend to apply for an adjournment of the Court hearing to sanction the IBA Scheme scheduled for 25 July 2007. iSOFT has agreed that it will serve notice on IBA terminating the IBA Implementation Agreement, which will trigger an obligation on iSOFT to pay to IBA an inducement fee of £1,397,137. The CompuGROUP Directors believe that the combination of CompuGROUP Holding and iSOFT will create one of the world's leading healthcare software companies, with operations in over 16 countries. The increased geographic breadth and range of products
will enable the combined company to leverage the respective strengths of CompuGROUP Holding and iSOFT to the expected benefit of all stakeholders.

Commenting on the Offer, Mr. Frank Gotthardt, President and CEO of CompuGROUP Holding, said: "We are delighted that iSOFT has decided to recommend our proposed offer. It is a further defining moment for CompuGROUP following our recent successful public offering. CompuGROUP has developed over the last few years via both organic and acquisitory growth and the offer for iSOFT is seen as the next step in this impressive story.

"The fit between CompuGROUP and iSOFT is strong with complementary geographic footprints and significant opportunities to leverage industry know how and technical expertise across the enlarged group leading to significant value creation.

"CompuGROUP has agreed with CSC a mutually attractive solution to service the National Programme for IT which fits into CompuGROUP's focused business model to ensure that it maintains its position as one of the world's leading healthcare software companies."