Cegedim : Sale of Cegelease business
15 December 2017 - 3:45AM
Financial Information
IFRS - Regulated Information
Cegedim: Sale of Cegelease
business
-
Cegedim has signed a sales agreement with
Société Générale
-
The deal is expected to close during the first
quarter of 2018
-
The Group is not planning any other
divestment
Disclaimer: This press release is available in
French and in English. In the event of any difference between the
two versions, the original French version takes precedence. This
press release may contain inside information. It was sent to
Cegedim's authorized distributor on December 14, 2017, no earlier
than 5:45 pm Paris time.
The term "business model transformation" is
defined in the glossary. |
Boulogne-Billancourt, France,
December 14, 2017, after the market close
Cegedim, an
innovative technology and services company, has signed an
acquisition agreement with FRANFINANCE (Société Générale Group)
covering its Cegelease and Eurofarmat business, subject to the approval of competition
authorities.
This sale is the next step in the
business model transformation that began in fall 2015. It gives
Cegedim a portfolio of businesses that are a
good fit for each other and generate strong synergies. No further
divestments are planned.
The Cegelease
and Eurofarmat subsidiaries operate
principally in the financial domain, are highly valued, and require
additional resources to continue pursuing and accelerating their
development for the benefit of their clients and employees.
FRANFINANCE,
a financing company that is a fully owned subsidiary of Société Générale, is in an excellent position to
accelerate Cegelease's development by creating
a major player in the field of financing for medical
professionals.
The parties have decided that
Cegelease and the Cegedim
Group will continue to collaborate in France under the current
terms as part of a six-year collaboration agreement.
The sale price is €57.5 million,
plus reimbursement of the shareholder's loan account, which
amounted to €13 million on June 30. Of this amount, Cegedim will
use €30 million to pay down its debt. The rest will be used to
finance targeted acquisitions and/or repay debt.
In 2016, the businesses
contributed €11.6 million in revenue and consolidated EBITDA of
€5.4 million. At September 30, 2017, they contributed €8.9 million
to consolidated Group revenues, compared with €8.1 million in
2016.
The deal is expected to be
finalized in the first quarter of 2018, subject to the approval of
competition authorities.
Assisting Cegedim on this
transaction are the investment bank of Ohana &
Co and the law firm of Freshfields Bruckhaus
Deringer.
BPO (Business Process
Outsourcing): BPO is the contracting of non-core business
activities and functions to a third-party provider. Cegedim
provides BPO services for human resources, Revenue Cycle Management
in the US and management services for insurance companies,
provident institutions and mutual insurers.
Business model transformation: Cegedim decided
in fall 2015 to switch all of its offerings over to SaaS format, to
develop a complete BPO offering, and to materially increase its
R&D efforts. This is reflected in the Group's revamped business
model. The change has altered the Group's revenue recognition and
negatively affected short-term profitability
Corporate and others: This division
encompasses the activities the Group performs as the parent company
of a listed entity, as well as the support it provides to the three
operating divisions.
EPS: Earnings Per Share is a specific
financial indicator defined by the Group as the net profit (loss)
for the period divided by the weighted average of the number of
shares in circulation.
Operating expenses: Operating expenses is
defined as purchases used, external expenses and payroll
costs.
Revenue at constant exchange rate: When
changes in revenue at constant exchange rate are referred to, it
means that the impact of exchange rate fluctuations has been
excluded. The term "at constant exchange rate" covers the
fluctuation resulting from applying the exchange rates for the
preceding period to the current fiscal year, all other factors
remaining equal.
Revenue on a like-for-like basis: The effect
of changes in scope is corrected by restating the sales for the
previous period as follows:
-
by removing the portion of sales originating in
the entity or the rights acquired for a period identical to the
period during which they were held to the current period;
-
similarly, when an entity is transferred, the
sales for the portion in question in the previous period are
eliminated.
Life-for-like data (L-f-l): At constant scope
and exchange rates.
Internal growth: Internal growth covers growth
resulting from the development of an existing contract,
particularly due to an increase in rates and/or the volumes
distributed or processed, new contracts, acquisitions of assets
allocated to a contract or a specific project. |
|
External growth: External growth
covers acquisitions during the current fiscal year, as well as
those which have had a partial impact on the previous fiscal year,
net of sales of entities and/or assets.
EBIT: Earnings Before Interest and Taxes. EBIT
corresponds to net revenue minus operating expenses (such as
salaries, social charges, materials, energy, research, services,
external services, advertising, etc.). It is the operating income
for the Cegedim Group.
EBIT before special items: This is EBIT
restated to take account of non-current items, such as losses on
tangible and intangible assets, restructuring, etc. It corresponds
to the operating income from recurring operations for the Cegedim
Group.
EBITDA: Earnings before interest, taxes,
depreciation and amortization. EBITDA is the term used when
amortization or depreciation and revaluations are not taken into
account. "D" stands for depreciation of tangible assets (such as
buildings, machines or vehicles), while "A" stands for amortization
of intangible assets (such as patents, licenses and goodwill).
EBITDA is restated to take account of non-current items, such as
losses on tangible and intangible assets, restructuring, etc. It
corresponds to the gross operating earnings from recurring
operations for the Cegedim Group.
Adjusted EBITDA : Consolidated EBITDA
adjusted, for 2016, for the €4.0m of negative impact from
impairment of receivables in the Healthcare Professional
division
Net Financial Debt: This represents the
Company's net debt (non-current and current financial debt, bank
loans, debt restated at amortized cost and interest on loans) net
of cash and cash equivalents and excluding revaluation of debt
derivatives.
Free cash flow: Free cash flow is cash
generated, net of the cash part of the following items: (i) changes
in working capital requirements, (ii) transactions on equity
(changes in capital, dividends paid and received), (iii) capital
expenditure net of transfers, (iv) net financial interest paid and
(v) taxes paid.
EBIT margin: EBIT margin is defined as the
ratio of EBIT/revenue.
EBIT margin before special
items: EBIT margin before special items is defined as the ratio
of EBIT before special items/revenue.
Net cash: Net cash is defined as cash and cash
equivalent minus overdraft.
|
Glossary
About Cegedim:
Founded in 1969, Cegedim is an innovative technology and services
company in the field of digital data flow management for healthcare
ecosystems and B2B, and a business software publisher for
healthcare and insurance professionals. Cegedim employs more than
4,000 people in 11 countries and generated revenue of €441 million
in 2016. Cegedim SA is listed in Paris (EURONEXT: CGM).
To learn more, please visit: www.cegedim.com
And follow Cegedim on Twitter: @CegedimGroup, LinkedIn and
Facebook.
|
Aude Balleydier
Cegedim Media
Relations
and Communications Manager
Tel.: +33 (0)1 49 09 68 81
aude.balleydier@cegedim.com |
Jan Eryk Umiastowski
Cegedim
Chief Investment Officer
and head of Investor Relations
Tel.: +33 (0)1 49 09 33 36
janeryk.umiastowski@cegedim.com |
Marina Rosoff
For Madis Phileo
Media Relations
Tel: +33 (0)6 71 58 00 34
marina@madisphileo.com |
Follow Cegedim:
|
Cegedim_Cegelease_signature_14122017_ENG
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Cegedim SA via Globenewswire
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