Cegedim Announces the Launch of an Offering of €300 Million Senior Notes Due
PARIS -- March 8, 2013
Regulatory News :
Cegedim S.A. (the “Cegedim”) announces the launch of an offering (the
“Offering”) of €300 million Senior Notes due 2020 (the “Notes”). Cegedim
intends to use the net proceeds from Offering for the following purposes:
*to repurchase all of the aggregate principal amount of the €300 million
7.0% bonds due 2015 issued on July 27, 2010 (of which €280 million is
outstanding) (the “Existing Notes”) tendered pursuant to the tender offer
launched on March 7, 2013 (the “Tender Offer”);
*to prepay the existing term loan to the extent the gross proceeds of the
Offering exceed (i) the repurchase price of the Existing Notes that are
validly tendered pursuant to the Tender Offer, (ii) the accrued and unpaid
interest on the Existing Notes up to (but excluding) the settlement date
of the Tender Offer and (iii) related fees and expenses; and
*for general corporate purposes, including the repayment of drawings under
the existing revolving credit facility and the overdraft facilities, in
such order of priority, if there are any proceeds remaining.
The Notes are being offered only to qualified institutional buyers in
accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the “Securities Act”), and outside the United States in accordance
with Regulation S under the Securities Act.
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,
About Cegedim 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 around 8,100 people in more than 70 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
This announcement does not, and shall not, in any circumstances, constitute a
public offering or an invitation in any jurisdiction in connection with any
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. The
Notes mentioned herein have not been, and will not be, registered under the
Securities Act. The Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act. There will be no public offer of the Notes
in the United States.
European Economic Area
This announcement has been prepared on the basis that the Offering in any
Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Directive from the requirement to publish
a prospectus for offers of Notes. The expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and
the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in France. The securities
referred to herein may not be and will not be offered or sold to the public in
France except to qualified investors (“investisseurs qualifiés”) acting for
their own account, as defined in, and in accordance with Articles L. 411-2 and
D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
This announcement is being distributed only to, and is directed at, (i)
persons who are outside the United Kingdom, (ii) persons in the United Kingdom
falling within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who
are within Article 43 of the Financial Promotion Order or (iv) any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as “relevant
persons”). The investments to which this announcement relates are available
only to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such investments will be available only to or will be
engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its contents.
This announcement is directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons.
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.
Tel : +33 (0)1 49 09 68 81
Jan Eryk UMIASTOWSKI
Chief investment Officer
Tel. : +33 (0)1 49 09 33 36
Guillaume DE CHAMISSO
Agence Presse - Papiers
Tel. : +33 (0)1 77 35 60 99
Press spacebar to pause and continue. Press esc to stop.