Cegedim S.A. Announces Tender Offer for its €300,000,000 7.0 per cent. Bonds due 2015 Business Wire PARIS -- March 7, 2013 Regulatory News: NOT FOR DISTRIBUTION OR RELEASE IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE OF THIS DOCUMENT IS PROHIBITED BY APPLICABLE LAW THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES Cegedim S.A. hereby announces its invitation to eligible holders (“Qualifying Holders”) to tender (each tender, a “Tender”) all or part of its outstanding 7.0 per cent. Bonds due 2015 (the “Notes”) held by Qualifying Holders for purchase for cash (the “Tender Offer”), as further described in the tender offer memorandum dated March 7, 2013 (the “Tender Offer Memorandum”). The purpose of the Tender Offer is to proactively manage Cegedim's debt maturity profile, in light of current market conditions. The Tender Offer will expire at 4:00 p.m. CET, on March 13, 2013, unless extended or earlier terminated. Subject to a minimum tender of €50,000 in principal amount of Notes per Qualifying Holder, the amount in cash to be paid to each Qualifying Holder for Notes validly tendered and accepted for purchase will be an amount equal to 108% (€54,000 per €50,000 principal amount of Notes) for Notes that are validly tendered and accepted for purchase, together with any accrued and unpaid interest up to (but not including) the payment date, which is expected to be March 21, 2013, or as soon as practicable thereafter. Cegedim reserves the right, in its sole and absolute discretion, (i) not to accept any Tenders, (ii) not to purchase any Notes or (iii) to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, the repurchase price). The Tender Offer is conditioned on, and is being made in conjunction with, an issuance by Cegedim of euro-denominated notes (the “New Notes”) on terms and conditions reasonably satisfactory to Cegedim, the net proceeds of which will be in an amount sufficient to purchase the Notes validly tendered and accepted for purchase pursuant to the Tender Offer and pay all fees and expenses in connection with the offering of the New Notes and the Tender Offer. The Tender Offer is also subject to certain general conditions as set forth in the Tender Offer Memorandum. Cegedim reserves the absolute right to waive any and all conditions. None of Cegedim or any other party involved in the Tender Offer makes any recommendation as to whether Qualifying Holders should tender any or all of their Notes. This announcement is not an offer to purchase any securities or a solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Tender Offer Memorandum. DISCLAIMER The Tender Offer is not being made and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Tender may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States within the meaning of Rule 800(h) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (and all references to persons located or resident in the United States in this paragraph shall be construed accordingly). Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed, forwarded or sent (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to persons located or resident in the United States or to U.S. persons. Persons receiving this announcement or the Tender Offer Memorandum (including, without limitation, custodians, nominees, trustees or agents) must not distribute, forward, mail, transmit or send it or any related documents in, into or from the United States or use such mails of any such means, instrumentality or facility in connection with this announcement or the Tender Offer Memorandum. Any purported Tender resulting directly or indirectly from a violation of these restrictions will be invalid and Tenders made by a U.S. person or a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non discretionary basis for a principal located or resident in the United States will be invalid and will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be prohibited by applicable law. The Tender Offer is made solely pursuant to the Tender Offer Memorandum dated March 7, 2013. This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Qualifying Holder is in any doubt about any aspect of the Tender Offer or the action it should take, it is recommended that such Qualifying Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of Cegedim or any other party involved in the Tender Offer makes any recommendation as to whether Qualifying Holders should tender Notes in the Tender Offer. Any deadlines set by any intermediary will be earlier than the deadlines specified in the Tender Offer Memorandum. CERTAIN OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by Cegedim and the other parties involved in the Tender Offer to inform themselves about, and to observe, any such restrictions. France The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. None of this announcement, the Tender Offer Memorandum or any other such offering material has been and will be submitted for clearance to or approved by the Autorité des Marchés Financiers. United Kingdom This announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer are for distribution within the United Kingdom only to persons (i) who are existing bondholders that are creditors of Cegedim within the meaning of Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”) or are otherwise within the scope of Article 43(2) thereof, (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement, the Tender Offer Memorandum or any other document or material relating to the Tender Offer relates is available only to relevant persons and will be engaged in only with relevant persons. Republic of Italy None of this announcement, the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Qualifying Holders located in Italy can tender such Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian competent authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer. NOTE REGARDING FORWARD-LOOKING STATEMENTS This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Cegedim assumes no obligation to update or correct the information contained in this announcement. About Cegedim: Founded in 1969, Cegedim is a global technology and services company specializing in the healthcare field. Cegedim supplies services, technological tools, specialized software, data flow management services and databases. Its offerings are targeted notably at healthcare industries, life sciences companies, healthcare professionals and insurance companies. The world leader in life sciences CRM, Cegedim is also one of the leading suppliers of strategic healthcare industry data. Cegedim employs 8,100 people in more than 80 countries and generated revenue of €922 million in 2012. Cegedim SA is listed in Paris (EURONEXT: CGM). To learn more, please visit: www.cegedim.com, And follow Cegedim on Twitter: @CegedimGroup. Contact: Aude Balleydier, +33 (0)1 49 09 68 81 Cegedim Media Relations firstname.lastname@example.org or Jan Eryk Umiastowski, +33 (0)1 49 09 33 36 Cegedim Chief Investment Officer Investor Relations email@example.com or Guillaume de Chamisso, +33 (0)1 77 35 60 99 PrPa Agency Media Relations firstname.lastname@example.org
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Cegedim S.A. Announces Tender Offer for its €300,000,000 7.0 per cent. Bonds due 2015
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