Acquisition. Creates France s leading business software editor. CEGID, generating IDeas.

Transcription

1 Acquisition Creates France s leading business software editor, generating IDeas.

2 Disclaimer The data contained in this presentation, and in particular the information relating to synergies, performance, costs and prospects may be optimistic. It reflects the current views of the Management of Cegid as to the prospects of the new group, based on assumptions that are considered to be reasonable and based on the accounts of Cegid and Holding. The actual performance of the new group might differ substantially from the information contained in this presentation due to various factors such as the economic situation and the competition. The information contained in this document has not been independently audited. Absolutely no undertaking or guarantee is provided as to the accuracy and exhaustiveness of the information and opinions contained in this document. Neither the company nor any of its affiliates, directors, representatives or counsels may be held liable on any grounds whatsoever for any loss caused as a result of the use of this document or of its content or by any related factor. This presentation does not constitute a public offering nor an attempt to solicit public interest in a public offering. It does not constitute an offer to sell investment securities. The completion of the operation that is presented in this document hinges on obtaining the requisite regulatory authorisations and on the operation being approved by the general meeting of the shareholders of Cegid.

3 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

4 Cegid overview! Founded in: 1983! 2003 sales: 130 million! A mature range of products: ERP PGI! Customers: 67,000! Distribution:! «Business segment» direct network: 36 local branches in France! Indirect network: 98 distributors for the distribution of the generic and BI range! Offices abroad: Spain, United States, and distribution agreement in Italy! Number of employees (as of 12/31/2003): 1400! Listed in 1986, then on the Premier Marché in SBF250, Midcac, ITCAC and ITCAC 50 indexes - «NextEconomy» Segment of Euronext

5 A global and thorough approach adapted to the needs of companies A global approach One key contact for each customer A range of business software packages that can be declined into «BUSINESS LINES» «GENERIC LINES» - CPAs - Fashion - Hospitality Industry - Construction - Retail - Services - Trade - Industry - Cleaning Services - Accounting - Sales Management -Payroll/HRM - CRM - Fixed Assets - ETAFI -Consolidation - Reporting - Electronic s (Tax and administrative purposes) That integrate «BUSINESS INTELLIGENCE» Company management with OPEN Executive and Convergence

6 a new range of mature products A new ERP client server and light client that is natively «Windows» and «web access» doublecompatible:! designed for mid-sized companies (cost and deployment timeframes adapted to this company target)! technically independent from the choice of database and operating system Easily adapts to changes in the «technological» environment Free choice of OS and database partner without new costly investments Optimize R&D investment Harmonization of development tools and methods around e-agl Increase share of the market Develop sales with new customers Capitalize on goodwill Sales resulting from migration to new product ranges Pertinent technological options that allow to incorporate, without new costly investment, the options of the leading technology suppliers

7 Group Profile PGI Generation Software Packages HRM PAYROLL CAD Production Management EDI Planning Bank Links Reporting Cash Flow Consolidation Fixed Assets FINANCE ACCOUNTING ETAFI Financial Statements CDM Common Common Data Model E-BUSINESS ecommerce EAI Sales Management CRM Business Management Stocks and inventories Time Management

8 Cegid: strategy resolutely geared to the PAM and companies in the Middle-Market 5 strategic development axes Sales breakdown Vertical Sectors SMB/MB Group Offer with ETAFI /BI 13% 14% 9% 38% 41,9% 26% Fashion Industry Other Companies PAM PAM SO-HO Constr./CHR/Retail/ Trs

9 a «multi-channel» sales approach. A local network Key factor to success in the Middle-Market An indirect distribution network to accelerate distribution of the generic and BI lines 36 branches Direct PAM branches Business branches Fashion branches Hosp. branches Corp. branches Cons./Trp branch New branches Paris Area Distributors: 23 CBI Partners: 12 West and Southwest Distributors : 17 CBI Partners: 4 Belgium: 1 70 PGI Distributors 28 CBI Partners North and East Distributors : 8 CBI Partners : 4 Center and Southeast Distributors : 23 CBI Partners : 6 Italy: 1 An International Presence accompanying our customers! 2 subsidiaries: United States and Spain - Distribution agreement in Italy! Number of sites outside of Metropolitan France: 1200

10 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

11 Presentation of! Sales as of 03/31/04 90 million! Breakdown by type! Software & Services 66 million! System Equipment & Services 17 million! Outsourcing & ASP 7 million! Employees as of 03/31/ Key figures

12 Strategy of Outsourcing Insourcing HR offer (21% of sales) PAM (19% of the base) 3 types of approach 2 types of offers 2 types of customers ASP Accounting-Finance Consolidation Offer (79% of sales) SO-HO (81% of the base) provides functionality and services for information systems for companies, CPA's and human resource management according to multi-channel availability as in-sourcing, out-sourcing or ASP

13 Offering of UNE SOLUTION RH SOLUTION FINANCE Expert Winner Paie Expert Sourcing Expert Winner Compta Expert Web Server Winner Paie EWS Paie Winner Compta Winner Gescom RH PLACE RH Sourcing Finance Entreprise, FCRS

14 RH Place Offer Complete HRIS - Multi-channel availability Pub. ASP BPO

15 Hosting payroll solutions Payslips produced per month

16 Presentation of St Brieuc Rennes Nantes Caen! Rouen! Lille Paris Orléans REGIONAL HEAD OFFICES SALES OFFICES DEVELOPMENT AND CALL CENTERS Reims Dijon Strasbourg Nancy A local sales network Bordeaux Clermont- Ferrand Limoges Lyon Annecy Ampuis Pau Toulouse Montpellier Nice Aix enprovence -

17 Presentation of! A global approach in IT services: publisher, distributor, integrator, hoster Points! Knowledge of the managing segments accounting, finance, payroll and HR, (customer relations)! Technological pertinence with, in particular, an original approach with its on-site offers or as ASP

18 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

19 Creation of a French leader in the IT management market million empl. 67,000 customers 90 million empl. 20,000 customers French leader in management software packages 220 million - 2,200 employees 87,000 customers Installed Base + 30% Cross-selling Strengthened distribution network High-performance technologies Human Potential

20 Strengthening of the installed base 26 % with more than 87,000 customer sites Base: 67,100 Base Nouveau Groupe CORP % 11 % SMB 17, % PAM CORP 3,650 4 % PAM 11, % SO-HO 39,200 SMB 29, % 34% Base: 19, % CORP % PAM 3, % 19 % SMB 12, % 18 % SO-HO 3,500 SO-HO 42,700

21 Increase in recurrent sales In millions of Sales 130 million 43,5 Pro-forma sales of 220 million 90,0! Recurrent sales: 90 million in Services and Maintenance Contracts! Increase in the relative share from 33% to 41% of total sales! Contract Portfolio: 95 million 0 Avant Opération Après Opération

22 Complementary offers and great potential for crossed-selling RANGE ERP PGI Business Segment Products ETAFI/ETAFI CONSO/BI CUSTOMERS CUSTOMERS HRIS Hosting Solutions FCRS RANGE

23 Integration of new know-how in hosting solutions expertise from client/server Functionality Services to «on Demand» Channels of availability Technological partnerships INSOURCING OUTSOURCING A S P E-sourcing

24 Significant reinforcement in the sales force! Local presence of sales force with 400 sales employees! Better geographical coverage by customer target! Capability of forming dedicated teams! Denser network of «Distributors/Dealers/Integrators/Partners»! Additional sales know-how in terms of rental equipment

25 Now a strong group with over 2200 employees R&D (262) Services (Maint. Assist.) (601) 19 % 44 % 24 % Commercial (323) 2 % 11 % Logistics (32) Functional Services (144) R&D (200) 24 % 42 % 19 % Commercial (161) Logistics (12) 1 % Functional 14 % Services (116) Services (Maint. Assist.) (343) R&D (462) 21 % 22 % 2 % NEW GROUP Commercial (484) 12 % Logistics (44) Functional Services (260) Services (Maint. Assist.) (944) 43 %

26 with important Synergies Mutualization of R&D investment Homogenization in development & technologies! R&D potential: over 400 developers and 10% of sales! AGL: smart client «DB & OS Agnostics», online enable Technological agreements top be tapped! Microsoft with MBF! IBM with DB2 and Iseries True expertise in the fields of Outsourcing and hosting Accelerate technological development while still decreasing the relative share of R&D expense in sales figures

27 with substantial synergies High potential for optimizing fixed costs! Hosting! Better coverage of fixed costs for the hosting platform! Etafi.fr, Jedeclare.com portals! Real Estate! Potential for purchasing, in particular in terms of telephony and Transports & Business Trips! Marketing & Communication! Internal Computer Equipment! Tool Optimization (reduction in the purchase of licenses, etc.)! Reduction in the cost of machine resource hosting! Fees, Subcontracting & Distribution Logistics

28 with substantial synergies A strengthened operational organization PAM and Companies Sectorial Companies SMB / MB Companies HRIS & Groups Technical Department Marketing Department Finance Department HR Department Logistics Department! The new group chaired by Jean-Michel AULAS will be directed by Patrick BERTRAND, General Manager of! A management Committee for the new group will incorporate the key managers of the two companies! APAX Partners, EURAZEO and Jean-Luc LENART will become member of 's Board of Directors

29 with substantial synergies Set-up crossed-selling and use of the installed base of 87,000 customers At the level of IT solutions sales Develop sales of hosting solutions (outsourcing and asp) in phase with customers' current expectations Accelerate the quest for new customers via strengthened presence of the sales department

30 +! Creation of an unquestionable leader in the French IT Management market for companies in the Middle-Market

31 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

32 Details of the transaction Key items! Acquisition by of 100% of the controlling capital of! This transaction will take the form of a remunerated contribution through the issue of 2,489,966 shares, i.e. 29.5% of the capital of, post-transaction! This transaction valorizes et 56 million after deduction of a net debt as of March 31, 2004 of 32 million, which will be refinanced by the cash flow available at! Transfer by ICMI to the shareholders of Holding of 591,341 BSAR (29.5% of the existing BSAR)! Transfer to ICMI by the shareholders of Holding of 100,483 shares acquired by the contribution in order to maintain ICMI's blocking minority! Measures of the «lock-up» type for the 6 months following the approval by the Extraordinary Shareholder's Meeting for 87.5% of the shares held after the transaction by the shareholders of Holding

33 ACTIONNAIRES ICMI (1) Managers (2) Treasury Stock (3) Ulysse Tocqueville (5) Public TOTAL ACTIONNAIRES ICMI (1) Managers (2) Treasury Stock (3) Board of shareholders (4) Ulysse Tocqueville (5) Public TOTAL Details of the transaction Breakdown of capital Before the transaction (as of June 15) % capital % 0.14 % 0.25 % 5.47 % % % 0.10 % % % % % voting rights % 0.11 % % 52,60 % % After the transaction: ICMI remains the main shareholder of % capital % 0.18 % 3.85 % % voting rights % 0.09 % % 3.20 % % % (1) ICMI, steering company of the Group, is held at 99.96% by Mr. Jean-Michel AULAS + Equity shares held by ICMI within the framework of the liquidity agreement (3,876) (2) Considered to be managers: shareholders (excl. ICMI) and the General Manager (3) Equity shares held as treasury stock by within the framework of the liquidity agreement (4) Apax and Eurazeo holding at least 90% of the board, I.e. about 70/30 between them (5) Latest figures available as of June 4, 2004, date of the SA Shareholders' Meeting

34 Details of the transaction Suspensive conditions and calendar! Authorization of the authorities pertaining to fair competition! Approval of the AMF (document E)! Approval of the shareholders of within the framework of an Extraordinary Shareholders' Meeting The transaction is expected to be carried out in September October 2004

35 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

36 Break down of pro-forma sales In millions of % 4 2% 20% 16 % 41% 20 % 21% 41% 23 % 41% 39 % 90 Licences & Services recurring contracts hardw are miscellaneous A strong group with 220 million in sales resulting from diversified sources of revenue

37 Combined pro-forma income statement (restated) Total for New Group 12/31/2003 Base /31/2004 Base 100 Pro forma Base 100 Sales % % % Gross operating profit % % % Operating profit or loss % 4.5 5,0 % % Net income before goodwill and exceptional items % % % Number of shares Pro forma net profit per share Operating profit or loss and gross operating profit of are reinstated with managements fees and factoring commissions Financial expense is restated in order tot take into account the debt of contributed and refinanced by cash flow No dilution of pro forma net profit per share 2003

38 Estimated pro-forma combined balance sheet (in millions of ) Fixed Assets 177 Equity 122 Oceane 31 Gearing: 41 % OBSAR 44 Current Assets Provisions Current Liabilities 76 Net Cash Assets 25 Total Assets: 285 Total Liabilities: 285! Based on the consolidated balance sheet at 12/31/03 of (pro forma of the OBSAR issue) and of the consolidated balance sheet of Holding at 03/31/04 (pro forma of debt restructuring) before revaluation of assets! Based on a valuation of shares created as remuneration for the contribution of 56 million ( /share)

39 Contents 1. : and strategy 2., an important partner in Mid Market and PAM 3.. Creates France s leading business software editor 4. Details of the transaction 5. of the Group, post-transaction 6. of the new group

40 The new group has important strong Creation of a European-size French leader Major leader in the Mid Market Innovating technology Human potential! Installed base! R&D! Local sales network! Synergies to be tapped! International Policy! Mature ERP PGI range! Business Segment approach (Fashion, Construction, hospitality, Retail )! Unique functional coverage in Human Resources! Corporate offer, consolidation and reporting adapted to all sizes! Relations with the PAM! Industrialized development! Unique skills in terms of hosting! A management team with strong IT experience! Collaborators with extensive experience in the business software

41 The strong of the new group A credible leader on the European Mid Market Scale The only French publisher among the top 6 European publishers Sales in millions of SAGE INTENTIA UNIT4 AGRESSO SAGE IFS IFS EXACT HOLDING

42 The Middle-Market has considerable stakes! 73% of SMB managers declare they want to upgrade their information system in the next two years Ernst & Young Survey April 2003 Sample: 200 SMB managers Sales between 15 and 150 million! The trends bring to light high growth potential in the Mid-Market in the years to come Software and services expenses as ERP in the segment of businesses with less than 2000 employees should experience an average annual growth rate of 13.5% over the period, which is nearly 4.5 more than the average in the ERP market Press Release - Pierre Audoin Consultants October 2003 The Mid Market in a few figures: Companies with 1 to 1000 employees: 2 million (PAC) 5 billion euros in the purchase of application solutions 10 % growth in licenses in 2004 (IDC) 1500 to 2000 ERP projects for SMB in 2004 (IDC)

43 Favorable outlook The IFRS standards The offer as support for migration projects to the new standards Collection / transformation / availability (sectorial information, inventories, etc.) IAS14/IAS2 Qualification of flow at source IAS14 Fixed Assets IAS16/36/38 Inventories IAS2 Financial Statements, Management and Drafting of Notes IAS1 Flow Tables IAS7 Business Intelligence ERP PGI ETAFI Conso PGI A great opportunity for the new group!

44 The new group is therefore is in a good position to take advantage of the return to investment of companies Compared growth in L&S, GDP and Company Investment A company investment cycle in L&S of 5 to 7 years

45 Questions/Answers

46 Calendar 2004 Sales - 2nd Quarter 2004 Wednesday, July 21, 2004 Half-Year Results 2004 SFAF Meeting Friday, September 24, 2004 Sales - 3rd Quarter 2004 Thursday, October 21, 2004 Sales - 4th Quarter 2004 Wednesday, January 19, 2005

47 Investor Relations WEB SITE ADDRESS PRESS RELEASES

48 Thank you for your attention This English translation is for the convenience of English-speaking readers. However, only the French text has any legal value. Consequently, the translation may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion. SA expressly disclaims all liability for any inaccuracy herein.