Eurofins announces the potential launch of a new senior EUR 500m bond on the back of strong M&A activity

This document contains inside information for the purpose of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.

Eurofins Scientific SE (EUFI.PA, unrated), a global leader in bioanalytical testing, announces the potential launch of an offering for a EUR 500m seven year senior unsecured bond, maturing in 2024, subject to market conditions.

In view of the favourable market conditions and on the back of the strong M&A activity year-to-date, Eurofins has decided that this is the right time to access the debt capital markets in order to refinance its 2018 bond as well as enhance its liquidity position.

Eurofins continues to invest in attractive markets where the Group sees growth opportunities with the objective to create long-term value for its shareholders. While Eurofins’ business activity is in-line with both its 2020 mid-term plan and 2017 objectives, as announced on last February 28^th, its M&A activity in particular, has been ahead of plan since the beginning of the year.

As of today, including the Amatsi transaction announced on July 10^th, Eurofins has signed and/or closed deals representing an aggregate amount of expected annual pro forma revenues close to EUR 270m in 2017 thereby exceeding its annual M&A revenue target (EUR 200m) in only six months. The larger transactions included in this total have been described in press releases issued since the start of the year. Overall the EBITDA margin of the companies acquired is already in the high double digit area, close to the Group’s 20% objective. The corresponding consideration is of the order of EUR 475m with up to less than 10% additional contingent earn-out subject to significant profit growth. Eurofins also anticipates that the remainder of the year should continue to remain strong in terms of M&A activity.

In terms of liquidity, Eurofins closed the year ending 31 December 2016 with EUR 826m of available cash, which has financed the intense M&A activity in the first six months of this year (c. EUR 300m, excluding the Amatsi transaction which should be closed later during the year), Bond and Hybrid capital coupons in excess of EUR 60m paid in H1 2017 and the 2017 dividends of EUR 34m paid early July; it will also be used to pay for the buy-out of Bio-Access minority shareholders for approximately EUR 100m scheduled in early August; all the above representing a total of c. EUR 500m of cash disbursements. Of course Eurofins also continues to generate operating cash flow in line with its objectives.

Given the current attractive credit market conditions and potential future rate increases, it seems an opportune time to contemplate a new EUR 500m seven year bond offering, that will strengthen our liquidity position for corporate activity in the remainder of 2017 as well as extend our debt maturity profile. It will also help us refinance our EUR 300m bond that matures in November 2018.

Comment from Dr. Gilles Martin, Eurofins CEO: “I am happy to report on strong M&A results for the first half of the year where we added several profitable, high growth and defensive companies to our portfolio. We continue to examine several interesting opportunities, while sticking to our financial discipline of maintaining a sound capital structure, and creating long-term value for our shareholders and investors. This discipline is exemplified by the fact that Eurofins has continued to focus on smaller transactions at a reasonable overall multiple."

BofA Merrill Lynch and BNP Paribas will act as global coordinators and Crédit Agricole CIB, Natixis and UniCredit Bank will act as joint bookrunners for the transaction.

The bonds will be listed on the regulated market of the Luxembourg stock exchange. The bonds are not registered under the US Securities Act of 1933 as amended (the “Securities Act”), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration.

For more information, please visit www.eurofins.com or contact:

Notes for the editor:

Eurofins – a global leader in bio-analysis

Eurofins Scientific SE through its subsidiaries (hereinafter sometimes “Eurofins” or “the Group”) believes it is the world leader in food, environment and pharmaceutical products testing and that it is also one of the global independent market leaders in certain testing and laboratory services for agroscience, genomics, discovery pharmacology and for supporting clinical studies. In addition, Eurofins is one of the key emerging players in specialty clinical diagnostic testing in Europe and the USA. With over 30,000 staff in 375 laboratories across 41 countries, Eurofins offers a portfolio of over 130,000 analytical methods for evaluating the safety, identity, composition, authenticity, origin and purity of biological substances and products, as well as for innovative clinical diagnostic. The Group objective is to provide its customers with high-quality services, accurate results on time and expert advice by its highly qualified staff.

Eurofins is committed to pursuing its dynamic growth strategy by expanding both its technology portfolio and its geographic reach. Through R&D and acquisitions, the Group draws on the latest developments in the field of biotechnology and analytical chemistry to offer its clients unique analytical solutions and the most comprehensive range of testing methods.

As one of the most innovative and quality oriented international players in its industry, Eurofins is ideally positioned to support its clients’ increasingly stringent quality and safety standards and the expanding demands of regulatory authorities around the world.

The shares of Eurofins Scientific SE are listed on the Euronext Paris Stock Exchange (ISIN FR0000038259, Reuters EUFI.PA, Bloomberg ERF FP).

Important disclaimer:

This press release contains forward-looking statements and estimates that involve risks and uncertainties. The forward-looking statements and estimates contained herein represent the judgement of Eurofins Scientific SE’s management as of the date of this release. These forward-looking statements are not guarantees for future performance, and the forward-looking events discussed in this release may not occur. Eurofins Scientific SE disclaims any intent or obligation to update any of these forward-looking statements and estimates. All statements and estimates are made based on the information available to the Company’s management as of the date of publication, but no guarantee can be made as to their validity.

This press release does not, and shall not, in any circumstances, constitute a public offering nor an invitation in any jurisdiction in connection with any offer.

In any Member State of the European Economic Area (“EEA”), this press release is only addressed to and directed at persons in Member States who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended).

This press release has been prepared on the basis that any potential offer of the bonds in any Member State of the EEA which has implemented the Prospectus Directive, and in particular in the Grand Duchy of Luxembourg and France, (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this press release may only do so in circumstances in which no obligation arises for Eurofins Scientific SE or any of the joint bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended, in relation to such offer. Neither Eurofins Scientific SE nor the joint bookrunners have authorized, nor do they authorize, the making of any potential offer of the bonds in circumstances in which an obligation arises for Eurofins Scientific SE or any of the joint bookrunners to publish a prospectus for such offer.

This press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any potential investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

This press release is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Eurofins Scientific SE does not intend to register any portion of the potential offering in the United States of America or to conduct a potential public offering of securities in the United States of America.

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