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Cegedim S.A. Announces Tender Offer for its €300,000,000 7.0 per cent. Bonds due 2015

  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
aude.balleydier@cegedim.com
or
Jan Eryk Umiastowski, +33 (0)1 49 09 33 36
Cegedim
Chief Investment Officer
Investor Relations
investor.relations@cegedim.fr
or
Guillaume de Chamisso, +33 (0)1 77 35 60 99
PrPa Agency
Media Relations
guillaume.dechamisso@prpa.fr
 
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