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Cegedim — Share Issue/Capital Change 2009
Oct 28, 2009
1189_rns_2009-10-28_897e4015-4265-44f0-af17-0bb0bf450706.pdf
Share Issue/Capital Change
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P R E S S R E L E A S E
Not For Distribution in the United States
CEGEDIM ANNOUNCES ITS INTENTION TO RAISE €180M IN EQUITY CAPITAL WITH THE SUPPORT OF THE LABRUNE FAMILY AND THE FSI IN ORDER TO CONTINUE ITS DYNAMIC GROWTH
Paris, 28th October, 2009 - The Cegedim Group (the "Group") which has mainly developed through external growth over the last 10 years, confirms its objective to consolidate its sector and announces its intention to raise approximately €180m in equity capital by way of a rights issue.
By participating in the capital increase, the Fonds Stratégique d'Investissement (FSI), which intends to invest a maximum consideration of €117m, clearly shows its support to the external growth strategy that Cegedim wishes to re-launch. The FSI will therefore become a long-term core shareholder with approximately 15% of the share capital as agreed in a shareholders' agreement with the Labrune Family.
A strategic transaction for both Cegedim and the FSI
For the past 2 years, Cegedim has concentrated its efforts on the integration of its Dendrite subsidiary, acquired in 2007. The integration being successfully completed, the Group and its majority shareholder FCB (the holding company controlled by the Labrune family which currently owns about 67% of Cegedim's share capital) have agreed to accelerate its dynamic external growth policy.
The strengthening of the Group's equity and the acquisition of a stake in the share capital by the FSI will allow Cegedim to benefit from substantial resources to continue its development in the sectors of pharmaceutical CRM, strategic data, technology and more generally, specialised healthcare services.
This investment is at the heart of the FSI's strategic mission:
- Cegedim is a French world leader in the CRM sector dedicated to the life sciences industry
- Cegedim is key to French competitiveness and is well-positioned in healthcare technology services to grow in the coming years
- Cegedim is also a global company. Almost half of its sales are generated outside of France and it operates in 80 countries
Terms of the transaction
The capital increase will be offered to all shareholders and will take the form of a rights issue.
The transaction remains conditional upon obtaining a waiver from the bank group that provided the syndicated loan granted in connection with the Dendrite acquisition and several AMF approvals.
Settlement of the transaction is expected by year end.
Terms of the FSI's participation in the capital increase
Subject to completion of the condition precedents mentioned above, the FSI has committed to invest a maximum amount of €117m in the project. The investment will be structured as follows:
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Acquisition by the FSI of a block of shares representing 15% of the company's share capital from FCB at a price per share that will be equal to the weighted average share price over a 10 day period ending 3 days before the date contemplated for the AMF clearance (visa) on the rights issue prospectus, but in no event will the price per share to be paid by FSI for the block of shares exceed €64.
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Subscription by the FSI to the rights issue pro rata to its newly purchased stake by exercising its preferential subscription rights and, if necessary, additional subscription on a reducible basis for the remainder of its investment.
The FSI will therefore become Cegedim's second largest shareholder after FCB and is committed to holding its shares for a minimum of 12 months.
Terms of the FCB's participation in the increase in share capital
Following its 15% share disposal in Cegedim, FCB will hold approximately 52% of Cegedim's share capital.
FCB has committed to maintain this level of participation in Cegedim's share capital and, for this purpose, will subscribe pro rata to its shareholding to the capital increase. It has therefore committed to use all of the proceeds from the share disposal to the FSI and if necessary, may convert into shares all or part of its existing €50m shareholder loan to Cegedim.
Furthermore, in the event that the volume weighted average share price over a 10-dayperiod ending 3 days before the date contemplated for the AMF's clearance (visa) would be lower than €64, FCB has the option not to proceed with the share disposal and not to complete the transaction.
The subscription undertakings from FSI and FCB guarantees the success of the capital increase to a minimum of 75%.
Governance
A shareholders' agreement which has been signed between FCB, Jean-Claude Labrune and the FSI will remain in force for a period of 10 years as from the share disposal by FCB to the FSI and will govern the terms of FSI's participation in Cegedim's governance. The Board of Directors' composition will therefore be modified by a shareholders' meeting to be held after the capital increase is completed. The Board of Directors will then be comprised of 10 members including 2 directors representing the FSI and one independent director.
Jean-Claude Labrune, Cegedim's Chief Executive Officer said: «By choosing to invest in Cegedim and partner us for several years, the FSI has shown its confidence in our future development capacity. It is a wonderful recognition for Cegedim, its shareholders and its employees. We will therefore be well-positioned to seize new acquisition opportunities in this propitious environment.»
Gilles Michel, Managing Director of the FSI, said: «We are happy to support Cegedim's growth. Cegedim is a French world leader in the high growth pharmaceutical CRM market. As second largest shareholder in Cegedim, the FSI intends to support the value creating external growth policy set by Cegedim's management ».
About the FSI: The FSI ("Strategic Investment Fund") is a « Société Anonyme » (i.e. limited liability company) 51% held by the « Caisse des Dépôts » and 49% by the French State. The FSI takes minority stakes and invests in a privileged way in strategic companies offering industrial projects resulting in value creation and sustainable competitive advantage for the French economy.
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 in particular at healthcare industries, pharmaceutical companies, healthcare professionals and insurance companies. The world leader in pharmaceutical CRM, Cegedim is also one of the leading suppliers of strategic healthcare industry data. Cegedim employs 8,200 people in more than 80 countries and generated revenue of €849 million in 2008. Cegedim is listed on NYSE Euronext Paris, compartment B.
Contacts:
Cegedim FSI
Jan Eryk Umiastowski – Chief Investment Officer Benjamin Perret - Euro RSCG C&O Tel.: +33 (0)1 49 09 33 36 Tel.: +33 (0)1 58 47 95 39 [email protected] [email protected] Aude Balleydier – Media Relations Tel.: + 33 (0)1 49 09 68 81 Julien Sanson – Euro RSCG C&O [email protected] Tel : +33 (0)1 58 47 94 95
Agence Presse & Papiers
Guillaume de Chamisso – Press Officer Tel.: +33 (0)1 77 35 60 99 [email protected]
Disclaimer:
This document is not an offer for sale of securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the Issuer and that will contain detailed information about the Company and its management, as well as financial statements. The Company does not intend to register any portion of the offering of the securities in the United States. This announcement is not being made in and may not be distributed or sent into the United States.
This Press Release is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.
This Press Release is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this Press Release in connection with the rights issue except on the basis of information to be contained in the Prospectus expected to be published around end of 2009 by the Company in connection with the proposed rights issue.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Any indication in this Press Release of the price at which shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Press Release is intended to be a profit forecast.