Cegedim S.A. (a société anonyme organized under the laws of France)

Transcription

1 OFFERING MEMORANDUM E125,000,000 NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 2APR Cegedim S.A. (a société anonyme organized under the laws of France) 6 3 4% Senior Notes due 2020 Cegedim S.A., a société anonyme organized under the laws of France (the Issuer ), is offering (the Offering ) A125,000,000 aggregate principal amount of its 6 3 4% Senior Notes due 2020 (the Additional Notes ). The Additional Notes offered hereby constitute a reopening of the A300,000,000 principal amount of the 6 3 4% Senior Notes due 2020 that Cegedim issued on March 20, 2013 (the Existing Notes and together with the Additional Notes, the Notes ). The Additional Notes will be issued under the indenture, dated March 20, 2013 (the Indenture ), pursuant to which the Issuer issued the Existing Notes. The Additional Notes will have the same terms as, and will be consolidated with and form a single series with, the Existing Notes in all respects, including without limitation in respect of interest payments, waivers, amendments, redemptions and offers to purchase. The Additional Notes will trade interchangeably with the Existing Notes. Upon completion of this Offering, A425,000,000 principal amount of Notes will be outstanding. Interest on the Additional Notes will accrue from April 1, 2014 and will be payable, semi-annually in arrears on each April 1 and October 1, commencing on October 1, The Notes will mature on April 1, The Issuer may redeem some or all of the Notes on or after April 1, 2016, at the redemption prices set forth in this offering memorandum. At any time prior to April 1, 2016, the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus a make whole premium, as described in this offering memorandum. At any time prior to April 1, 2016, the Issuer may also redeem up to 35% of the aggregate principal amount of the outstanding Notes using the proceeds from certain equity offerings at a redemption price equal to % of the principal amount of the outstanding Notes, plus accrued and unpaid interest and additional amounts, if any. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constituting a change of control, the Issuer will be required to offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The Additional Notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with all existing and future unsecured indebtedness of the Issuer that is not subordinated in right of payment to the Additional Notes, including the Existing Notes. The Additional Notes will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Additional Notes and will be effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Additional Notes will not be guaranteed by any of the Issuer s subsidiaries and will be structurally subordinated to any existing and future indebtedness of the Issuer s subsidiaries, whether or not secured. This offering memorandum includes information on the terms of the Additional Notes, including redemption and repurchase prices, covenants and transfer restrictions. Application has been made to list the Additional Notes on the official list of the Luxembourg Stock Exchange and to admit the Additional Notes to trading on the Euro MTF Market, where the Existing Notes are already admitted to trading. References in this offering memorandum to the Additional Notes being listed (and all related references) shall mean that the Additional Notes have been admitted to the Official List and admitted to trading on the Euro MTF market. Investing in the Additional Notes involves risks. See Risk Factors beginning on page 22. Offering Price: % plus accrued interest, if any, from April 1, The Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), or the laws of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the Offering is being made only to qualified institutional buyers ( QIBs ) (as defined in Rule 144A under the U.S. Securities Act) in compliance with Rule 144A under the U.S. Securities Act ( Rule 144A ). You are hereby notified that the initial purchaser of the Additional Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act ( Regulation S ). See Notice to U.S. Investors and Transfer Restrictions for additional information about eligible offerees and transfer restrictions. The Additional Notes will be represented on issue by one or more global notes and the initial purchaser expects to deliver the Additional Notes in book-entry form through Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) on or about April 14, This offering memorandum constitutes a prospectus for the purposes of the Luxembourg law on securities prospectuses dated July 10, 2015, as amended. Sole Bookrunner Société Générale Corporate & Investment Banking The date of this offering memorandum is April 7, 2014.

2 TABLE OF CONTENTS Important Information... ii Summary... 1 The Offering Summary Historical Consolidated Financial Information and Other Data Risk Factors Use of Proceeds Capitalization Selected Historical Consolidated Financial Information Management s Discussion and Analysis of Financial Condition and Results of Operations Business Management Principal Shareholders Certain Relationships and Related Party Transactions Description of Other Indebtedness and Financing Arrangements Description of the Notes Book-Entry, Delivery and Form Transfer Restrictions Certain Tax Considerations Certain French Insolvency Law Considerations Plan of Distribution Legal Matters Independent Auditors Service of Process and Enforcement of Civil Liabilities Listing and General Information Index to Financial Statements... F-1 Neither the Issuer nor the initial purchaser has authorized anyone to provide you with information that is different from the information contained herein. If given, any such information should not be relied upon. Neither the Issuer nor the initial purchaser is making an offer of the Additional Notes in any jurisdiction where the Offering is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. Page i

3 IMPORTANT INFORMATION We are offering the Additional Notes in reliance on exemptions from the registration requirements of the U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The Additional Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the SEC ) or any other securities commission or regulatory authority, nor has the SEC or any such securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States. In making an investment decision regarding the Additional Notes, prospective investors must rely on their own examination of our business and the terms of the Offering, including the merits and risks involved. In addition, neither we nor the initial purchaser nor any of its representatives are making any representation to you regarding the legality of an investment in the Additional Notes, and you should not construe anything in this offering memorandum as legal, business or tax advice. You should consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the Additional Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Additional Notes or possess or distribute this offering memorandum, and you must obtain all applicable consents and approvals; neither we nor the initial purchaser shall have any responsibility for any of the foregoing legal requirements. The initial purchaser makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchaser as to the past or future. We accept responsibility for the information contained in this offering memorandum. To the best of our knowledge and belief, the information contained in this offering memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. However, the information set out under the headings Exchange Rate Information, Summary, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business includes extracts from information and data, including industry and market data, released by publicly available sources in Europe and elsewhere. While we accept responsibility for the accurate extraction and summarization of such information and data, we have not independently verified the accuracy of such information and data and we accept no further responsibility in respect thereof. In addition, this offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. However, as far as the Issuer is aware, no information or data has been omitted which would render reproduced information inaccurate or misleading. The information in this offering memorandum is current only as of the date on the cover, and our business or financial conditions and other information in this offering memorandum may change after that date. By receiving this offering memorandum, you acknowledge that you have had an opportunity to request from us for review, and that you have received, all additional information you deem necessary to verify the accuracy and completeness of the information contained in this offering memorandum. You also acknowledge that you have not relied on the initial purchaser in connection with your investigation of the accuracy of this information or your decision whether to invest in the Additional Notes. We reserve the right to withdraw the Offering at any time, and we and the initial purchaser reserve the right to reject all or a part of any offer to purchase the Additional Notes, for any reason. We and the initial purchaser also reserve the right to sell less than all of the Additional Notes offered by this offering memorandum or to sell to any purchaser less than the amount of Additional Notes it has offered to purchase. The initial purchaser and certain related entities may acquire a portion of the Additional Notes for their own account. The distribution of this offering memorandum and the offering and sale of the Additional Notes in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum or any of the Additional Notes come must inform themselves about, and observe any restrictions on, the transfer and exchange of the Additional Notes. None of us, the initial purchaser or its respective representatives are making any representation to any offeree or any purchaser of the Additional Notes regarding the legality of any investment in the Additional Notes by such offeree or purchaser under applicable legal investment or similar laws or regulations. For a further description of certain restrictions ii

4 on the offering and sale of the Additional Notes and the distribution of this offering memorandum, see Notice to U.S. Investors, Notice to New Hampshire Residents Only, Notice to Investors in the European Economic Area, Notice to Investors in France, Notice to Investors in the United Kingdom, Transfer Restrictions and Plan of Distribution. By possessing this offering memorandum or purchasing any Note, investors will be deemed to have represented and agreed to all of the provisions contained in the above referenced sections of the offering memorandum. This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Additional Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any Additional Notes or possess this offering memorandum. You must also obtain any consents or approvals that you need in order to purchase any Additional Notes. The Issuer and the initial purchaser are not responsible for your compliance with these legal requirements. The Additional Notes are subject to restrictions on resale and transfer as described under Transfer Restrictions and Plan of Distribution. By purchasing any Additional Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in those sections of this offering memorandum. You may be required to bear the financial risks of investing in the Additional Notes for an indefinite period of time. The Additional Notes will be available in book-entry form only. We expect that the Additional Notes sold pursuant to this offering memorandum will be issued in the form of one or more global notes in registered form without interest coupons attached, which will be deposited with, or on behalf of, a common depositary for the accounts of Euroclear and Clearstream, Luxembourg, and registered in the name of the nominee for the common depositary. Beneficial interests in the global notes will be shown on, and transfers of the global notes will be effected only through, records maintained by Euroclear, Clearstream, Luxembourg, and their respective participants. After the initial issuance of the global notes, Additional Notes in certificated form will be issued in exchange for the global notes only as set forth in the Indenture. See Book-Entry; Delivery and Form. The information set out in relation to sections of this offering memorandum describing clearing arrangements, including the section entitled Book-Entry; Delivery and Form, is subject to any changes in, or reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream, Luxembourg currently in effect. While we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, Luxembourg, we accept no further responsibility in respect of such information. STABILIZATION IN CONNECTION WITH THE OFFERING OF THE ADDITIONAL NOTES, SOCIÉTÉ GÉNÉRALE (THE STABILIZING MANAGER ) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES, WHICHEVER IS EARLIER. NOTICE TO U.S. INVESTORS Each purchaser of Additional Notes will be deemed to have made the representations, warranties and acknowledgements that are described in this offering memorandum under Transfer Restrictions. The Additional Notes have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption iii

5 from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the Additional Notes, see Transfer Restrictions. THE NOTES MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION. BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTE TO THE PUBLIC. Société Générale is not a U.S. registered broker-dealer. To the extent that Société Générale intends to effect any sales of the Additional Notes in the United States, it will do so through SG Americas Securities, LLC or one or more other U.S. registered broker-dealers as permitted by FINRA regulations. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA This offering memorandum has been prepared on the basis that any offer of Additional Notes 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 Additional 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. NOTICE TO INVESTORS IN THE UNITED KINGDOM This offering memorandum is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order ), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons 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 Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). This offering memorandum is 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 offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. iv

6 NOTICE TO INVESTORS IN FRANCE The Additional Notes have not been and will not be offered or sold to the public in the Republic of France, and no offering or marketing materials relating to the Additional Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France. The Additional Notes may only be offered or sold in the Republic of France pursuant to article L II of the French Code monétaire et financier to (i) providers of third-party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint d investisseurs) acting for their own account, all as defined in and in accordance with articles L , L and D to D of the French Code monétaire et financier. Prospective investors are informed that: (i) this offering memorandum has not been submitted for clearance to the French financial market authority (Autorité des marchés financiers); (ii) individuals or entities referred to in article L II-2 of the French Code monétaire et financier may participate in the Offering for their own account, as provided under articles D.411-1, D.411-2, D.744-1, D and D of the French Code monétaire et financier; and (iii) the direct and indirect distribution or sale to the public of the Additional Notes acquired by them may only be made in compliance with articles L , L , L and L to L of the French Code monétaire et financier. AVAILABLE INFORMATION For so long as any of the Notes are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act and we are neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act ), nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, we will furnish to any holder or beneficial owner of Notes, or to any prospective purchaser designated by any such registered holder, upon the written request of any such person, the information required to be delivered pursuant to Rule 144A(d)(4). We are not currently subject to the periodic reporting and other information requirements of the U.S. Exchange Act. However, pursuant to the Indenture and so long as the Notes are outstanding, we will furnish periodic information to the holders of the Notes. See Description of the Notes Certain Covenants Reports. We will also make available all reports required by the covenant described under Description of the Notes Certain Covenants Reports on our website. FORWARD-LOOKING STATEMENTS This offering memorandum contains forward-looking statements, including statements about our markets and our strategy, future operations, industry forecasts, expected investments and target levels of leverage and indebtedness. Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as aim, anticipate, assume, believe, continue, forecast, ongoing, estimate, expect, intend, may, plan, potential, predict, project, target, seek or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in our forward-looking statements for many reasons, including the factors described in the section entitled Risk Factors in this offering memorandum. In addition, even if our actual results are consistent with the forward-looking statements contained in this offering memorandum, those results or developments may not be indicative of results or developments in v

7 subsequent periods. Important risks, uncertainties and other factors that could cause our actual results to vary from projected future results include, but are not limited to: defects in our software; system disruptions and failures; data processing errors, delays in delivering or difficulties in delivering our products and services; breaches in security; decrease in the number of medical representatives employed by pharmaceutical companies; potential liability for the improper use of our products and services or of the content we provide; the failure to transition existing customers to new product lines or a loss of one or more of our major customers; data suppliers withdrawing or withholding data or failing to adhere to our data quality standards; compliance with and changes in existing legislative, judicial, regulatory, financial, economic, cultural or consumer environments, particularly those applicable to pharmacies in France; failure to compete successfully with our competitors; our ability to introduce new products and keep pace with technology; continued downturn in global economic conditions; failure to correctly anticipate costs in our engagements with clients, particularly long-term agreements; the effects of conducting our operations in multiple international jurisdictions, including emerging markets; failure to protect our intellectual property; infringement on third-party proprietary rights; our ability to attract, retain and train skilled and qualified personnel and our reliance on our senior management team; involvement in legal proceedings or government investigations; ability to obtain financing; our leverage and factors affecting our leverage, which may make it difficult to operate our businesses and affect our ability to service our indebtedness; the covenants contained in the Indenture and other debt agreements, which limit our operating and financial flexibility; and the other factors discussed in more detail under Risk Factors. Accordingly, prospective investors should not rely on these forward-looking statements, which speak only as of the date of this offering memorandum or as otherwise indicated. We do not have any obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of such forward-looking statement or to reflect the occurrence of unanticipated events. In addition, from time to time we and our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing. These forward-looking statements may be included in, but are not limited to, press releases (including on our website), reports to our securityholders and other communications. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The risks described in the Risk Factors section of this offering memorandum are not exhaustive. Other sections of this offering memorandum describe additional factors that could adversely affect our business, financial condition or results of operations. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risks; nor can we assess the impact of all such risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, prospective investors should not place undue reliance on forward-looking statements as a prediction of actual results. vi

8 CERTAIN DEFINITIONS USED IN THIS OFFERING MEMORANDUM Unless indicated otherwise in this offering memorandum or the context requires otherwise, all references to: 2013 Refinancing Transactions are to the offering of the Existing Notes in March 2013 and the application of the proceeds therefrom to the repurchase of a portion of the 2015 Notes, prepayment of the then-outstanding term loan portion and repayment of the then-outstanding revolving portion of the Revolving Credit Facility; 2014 Refinancing Transactions are to this Offering and the application of the proceeds therefrom to the repurchase of the 2015 Notes, as described in Use of Proceeds ; 2015 Notes are to the Issuer s 7.0% Senior Notes due 2015 issued on July 27, 2010, of which A168.6 million remain outstanding as at the date of this offering memorandum; Additional Notes are to the Issuer s 6 3 4% Senior Notes due 2020 offered hereby in an aggregate principal amount of A125.0 million, which will have the same terms as, and will be consolidated, form a single series and trade interchangeably with, the Existing Notes in all respects; Americas are to North America, Central America and South America, collectively; APAC are to Asia Pacific; Audited Financial Statements are to our audited historical consolidated financial statements and the notes thereto, prepared in accordance with IFRS as of and for the years ended December 31, 2011, 2012 and 2013; Bpifrance Participations are to our shareholder Bpifrance Participations, formerly known as the Fonds Stratégique d Investissement S.A. or FSI, which is 100% owned by Bpifrance S.A., which is in turn 50% owned by BPI Groupe, which is itself owned by the French government and 50% owned by Caisse des Dépôts et Consignations (which is also owned by the French government). Bpifrance Participations is a minority investor in French companies involved in industrial projects; Cegedim, we, the Group, our or us are to the Issuer and its subsidiaries, unless the context suggests otherwise; Cegelease are to our subsidiary that offers financing options to retail pharmacies and healthcare professionals, primarily for computer equipment (e.g., software, hardware and maintenance) and pharmacy fixtures (e.g., signs, automatic devices and furniture); Clearstream, Luxembourg are to Clearstream Banking, société anonyme; CRM and Strategic Data are to our Customer Relationship Management and Strategic Data operating division; EBITDA are to consolidated profit (loss) for the period before share of profit (loss) for the period of equity method companies, total taxes, cost of net financial debt, other non-recurring income and expenses from operation and depreciation expenses; EMEA region are to Europe (including Russia), the Middle East and Africa; EU are to the European Union; euro, euros, or A are to the single currency of the Member States of the European Union participating in the third stage of the economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended or supplemented from time to time; Euroclear are to Euroclear Bank SA/NV; Existing Notes are to the Issuer s 6 3 4% Senior Notes due 2020 issued on March 20, 2013 in an aggregate principal amount of A300.0 million; FCB are to our shareholder FCB S.A.S. which is majority controlled by Jean-Claude Labrune and his family; FCB Loan are to the A50.0 million shareholder loan granted by FCB to Cegedim in May 2007, of which A45.1 million in aggregate principal amount was outstanding as of December 31, 2013; GERS are to Groupement pour l Elaboration et la Réalisation de Statistiques, an economic interest group of French pharmaceutical companies; vii

9 Healthcare Professionals are to our Healthcare Professionals operating division; IFRS are to the International Financial Reporting Standards, as adopted by the European Union; Indenture are to the indenture, dated March 20, 2013, which governs the Notes as described in Description of the Notes ; Insurance and Services are to our Insurance and Services operating division; Issue Date are to the date of the issuance of the Additional Notes offered hereby; Issuer are to Cegedim S.A., and not to any of its subsidiaries, unless the context suggests otherwise; Net Financial Debt are to Total Financial Debt net of cash and cash equivalents; for more information, see Note 7 to our Audited Financial Statements for the year 2011 and Note 6 to our Audited Financial Statements for the years 2012 and 2013; Notes are to the Additional Notes and Existing Notes, together; Operating Income are to consolidated profit (loss) for the period before share or profit (loss) for period of equity method companies, total taxes and cost of net financial debt; Operating Income from recurring operations are to consolidated profit (loss) for the period before share or profit (loss) for period of equity method companies, total taxes, cost of net financial debt and other non-recurring income and expenses from operations; Performance Improvement Plan are to the program that we initiated in November 2011 (with respect to the first round) and in November 2012 (with respect to the second round) in order to improve our overall operating performance; QIB are to a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act; R&D are to research and development; Reconciliation are to the Group s newly introduced division named Reconciliation, which segregates support activities that the Issuer performs, on behalf of the Group, as a listed entity and for the operating divisions, as described in Presentation of Financial and Other Information Segment Reporting ; Regulation S are to Regulation S under the U.S. Securities Act; Revolving Credit Facility Agreement are to the A280.0 million term and revolving credit facilities agreement, dated June 10, 2011 entered into among, inter alia, the Issuer, as borrower, BNP Paribas, Credit Lyonnais, Société Générale Corporate and Investment Banking, as mandated lead arrangers and bookrunners, Banc of America Securities Limited, and Crédit Industriel et Commercial, as mandated lead arrangers, Crédit Lyonnais and Société Générale Corporate and Investment Banking as Coordinators, certain lenders and Société Générale as facility agent; Revolving Credit Facility are to the multicurrency revolving loan facility in an aggregate principal amount of A80.0 million made available pursuant to the Revolving Credit Facility Agreement; Rule 144A are to Rule 144A under the U.S. Securities Act; SEC are to the U.S. Securities and Exchange Commission; subsidiary are to each of Cegedim s subsidiaries in which (i) Cegedim holds a majority of the voting rights or (ii) Cegedim holds a minority of the voting rights and which is fully consolidated into Cegedim s Audited Financial Statements; Tender Offer are to the tender offer launched by the Issuer to purchase 2015 Notes, as described under Summary Recent Developments Tender Offer for the 2015 Notes ; Total Financial Debt are to the sum of the financial portion of our long-term, medium-term, short-term financial borrowing and liabilities, and our borrowings under the overdraft facilities, excluding miscellaneous items mainly consisting of accruals for employee profit-sharing plans; Trustee are to The Bank of New York Mellon; United States or U.S. are to the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; U.S. dollars, dollars, USD, U.S.$ or $ are to the lawful currency of the United States; U.S. Exchange Act are the U.S. Securities Exchange Act of 1934, as amended; and U.S. Securities Act are to the U.S. Securities Act of 1933, as amended. viii

10 GLOSSARY OF SELECTED INDUSTRY TERMS The following terms used in this offering memorandum have the meanings assigned to them below: Blockbuster Drug... A highly successful drug that generates a significant amount of annual sales, usually exceeding $1 billion. Customer Relationship Management or CRM... ISO Multitenant... On-premises... Pay for Performance... SEPA DD... Software as a service or SaaS... Processes, applications and strategies used to identify, acquire and retain clients. Internationally recognized standard of quality for business management. Service where a single copy of software runs on a server, serving multiple client organizations (tenants). Service whereby software is installed and run on computers on the premises of the person or organization using the software. A health insurance payment model whereby healthcare providers are paid for meeting pre-established quality and efficiency targets for delivery of healthcare services. Single Euro Payments Area Direct Debit is a mechanism implemented across the EU for simplifying payments between billers and payers. Service whereby software and data are hosted on a central server that clients may access using a web browser. ix

11 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Financial Information Financial Statements This offering memorandum contains: our audited historical consolidated financial statements and the notes thereto, prepared in accordance with IFRS as of and for the years ended December 31, 2013, 2012 and 2011 (the Audited Financial Statements ); and certain as-adjusted financial information for the years ended December 31, 2013 and 2012, after giving effect to the 2014 Refinancing Transactions. From January 1, 2011, we have applied the option under International Accounting Standards ( IAS ) 19, as amended, which allows the actuarial gains and losses relating to changes in assumptions occurring in calculating liabilities relating to pension provisions and similar obligations to be accounted for directly in equity. Our Audited Financial Statements have been prepared on the basis of a calendar year. They are presented in euros rounded to the nearest thousand and, therefore, discrepancies between totals and the sums of the amounts listed may occur due to such rounding. In making an investment decision, you must rely upon your own examination of the terms of the Offering and the financial information contained in this offering memorandum. Segment Reporting Beginning in the fourth quarter of 2013, we began segregating the activities that the Issuer performs as the parent company of a listed group, as well as the support it provides to the three operating divisions into a fourth, newly introduced, division named Reconciliation. This division includes: (1) support activities that are invoiced at market prices to the relevant operating division (such as bookkeeping, human resources and cash management, legal assistance and marketing services) and (2) certain parent company activities that cannot be attributed to any single division or business line (such as Group strategy management, producing consolidated information and financial communications). The Reconciliation division s activities are performed chiefly by the Issuer, our parent company, which also carries out certain operational activities, the most important of which is CRM and Strategic Data. Previously, Reconciliation division activities had been housed within the division to which the Issuer s principal operational activity belongs: CRM and Strategic Data. In addition to intra-company revenues, which are eliminated in consolidation, our Reconciliation division also records a small amount of external rental revenue on real estate assets attached to divested business, from which the Group continues to collect lease payments. This new segment reporting will allow for a better understanding and assessment of the operational performance of our three operating divisions. Non-IFRS Financial Measures We have included in this offering memorandum certain non-ifrs measures and ratios, including EBITDA and certain related ratios, that are not presented in accordance with IFRS. EBITDA is not an IFRS measure and should not be construed as an alternative to any IFRS measure such as revenue, gross profit, other income, net profit or cash flow from operating activities. In this offering memorandum, references to EBITDA are to consolidated profit (loss) for the period before share of profit (loss) for the period of equity method companies, income tax, cost of net financial debt, other non-recurring income and expenses from operation and depreciation expenses. EBITDA and EBITDA-based measures should not be considered in isolation and are not measures of our financial performance or liquidity under IFRS and should not be considered as an alternative to profit or loss for the period or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating, investing or financing activities or any other measure of our liquidity derived in accordance with IFRS. EBITDA do not necessarily indicate whether cash flow will be sufficient or available for cash requirements and may not be indicative of our results of operations. In addition, EBITDA, as we define them, may not be comparable to other similarly titled measures used by other companies. x

12 We believe that EBITDA and EBITDA-based measures are a useful indicator of our ability to incur and service our indebtedness and can assist certain investors, security analysts and other interested parties in evaluating us. You should exercise caution in comparing EBITDA as reported by us to EBITDA, or adjusted variations of EBITDA, of other companies. EBITDA have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations include the following: (i) they do not reflect our capital expenditures, our future requirements for capital expenditures or our contractual commitments; (ii) they do not reflect changes in, or cash requirements for, our working capital needs; (iii) they do not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments on our debt; and (iv) although depreciation is a non cash-charge, the assets being depreciated will often need to be replaced in the future and EBITDA does not reflect any cash requirements that would be required for such replacements. The financial information included in this offering memorandum is not intended to comply with reporting requirements of the SEC and will not be subject to review by the SEC. Industry and Market Data We have generally obtained the market and competitive position data in this offering memorandum from our own market research and estimates (some of which are incorporated into our products), industry publications, surveys or studies conducted by third-party sources that we believe to be reliable, including Frost & Sullivan and IMS Health. Where we have sourced information from any third party, this information has been accurately reproduced and, as far as we are aware and are able to ascertain from information published by such third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. We believe that this information is reliable, but we have not independently verified them and cannot guarantee their accuracy or completeness. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this offering memorandum. In many cases in our market research and estimates, we have made statements in this offering memorandum regarding our industry and our position in the industry based on our experience and our own investigation of market conditions. We cannot assure you that any of these assumptions are accurate or correctly reflect our position in the industry, and none of our internal surveys or information has been verified by any independent sources. Neither we nor the initial purchaser make any representation or warranty as to the accuracy or completeness of this information. xi

13 EXCHANGE RATE INFORMATION The following table sets forth, for the periods indicated below, the period end, average, high and low exchange rates as published by Bloomberg as part of the Bloomberg Composite Rate, expressed as dollars per A1.00. The Bloomberg Composite Rate is a best market calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in the preparation of the consolidated financial statements and other financial information appearing in this offering memorandum. Neither we nor the initial purchaser represent that the U.S. dollar amounts referred to below could be or could have been converted into euro at any particular rate indicated or any other rate. U.S. dollars per E1.00 Year ended December 31, High Low Average (1) Period End Month High Low Average (2) Period End September October November December January February March April 2014 (through April 4, 2014) Notes: (1) The average of the exchange rates on the last business day of each month during the relevant period. (2) The average of the exchange rates for each business day during the relevant period. The exchange rate of the euro on April 4, 2014 was U.S.$1.3705=A1.00. Our inclusion of these exchange rates is not meant to suggest that the euro amounts actually represent such dollar amounts or that such amounts could have been converted into dollars at any particular rate, if at all. xii

14 SUMMARY This summary highlights information from this offering memorandum. It is not complete and does not contain all of the information that you should consider before investing in the Additional Notes. You should read this offering memorandum carefully in its entirety, including the sections entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, as well as our Audited Financial Statements and the notes thereto included elsewhere in this offering memorandum. Overview We are a leading provider of technology and information services to the healthcare industry, serving customers in more than 70 countries on five continents. We design, develop, implement, market, sell and technically support a wide range of information technology services, including specialized software and database management services. We target various segments of the healthcare industry, including (1) pharmaceutical, biotech and other healthcare companies, (2) healthcare professionals and (3) health insurance companies. Our software and services enable our customers to test and introduce new products quickly, identify new customers, understand the needs of existing customers more deeply, process customer orders more efficiently and generally support their customer relationships in an integrated and cost-effective manner. Founded in France in 1969, we have been publicly listed on the Paris Stock Exchange (now the NYSE Euronext Paris Exchange) since For the year ended December 31, 2013, we generated revenues of A902.3 million and EBITDA of A155.7 million. Our Divisions Our operations are organized into three operating divisions based on type of product offering and client base: (1) CRM and Strategic Data, (2) Healthcare Professionals and (3) Insurance and Services. Customer Relationship Management ( CRM ) and Strategic Data. Our CRM and strategic data ( CRM and Strategic Data ) division supports the marketing and service operations of pharmaceutical, biotech and other healthcare companies and other businesses by providing them with software, data and analysis. Our range of products and services includes (i) databases containing information on medical practitioners and prescribers, including our OneKey database, (ii) sales and marketing management systems, including our CRM software, (iii) strategic marketing and medical research, (iv) software and analytical systems for assessing the effectiveness of advertising and promotional activity and (v) business intelligence services. Additionally, we provide compliance services which allow pharmaceutical, biotech and other healthcare companies to better communicate the correct usage of drugs and help them ensure that their marketing activities comply with applicable laws and regulations. We collect and compile our data through our software, market research and the activities of our Healthcare Professionals division. We then make the data available through our databases and other products to our customers, who require access to information that is normally held by individual healthcare companies and professionals. In particular, we believe our OneKey database, which contains information on 13.7 million healthcare professionals worldwide, is the most comprehensive database of healthcare professionals currently available. This represents an increase of 5.2 million additional data sources as a result of the merger of the U.S. Compliance Database into our existing OneKey product. It allows our users to obtain accurate information on healthcare professionals in various sectors and helps them strengthen their relationships with customers. The clients of our CRM and Strategic Data division include all of the top 20 global pharmaceutical companies as measured by revenue in the year ended December 31, Our CRM software, databases and market research are also used by several companies in the food service, automotive and other industries. For the year ended December 31, 2013, our CRM and Strategic Data division generated 50.2% of our revenue, primarily through (i) database subscriptions based on the number of users for each customer, (ii) data access fees based on the data requests by each customer, (iii) the sale of software and the related administration, training, upgrade and enhancement fees, (iv) the sale of statistics and other market research fees and (v) consulting fees. 1