Obligation Eurofins Scientific S.E 3.75% ( XS2167595672 ) en EUR

Eurofins Scientific S.E

100 % ▼

France

XS2167595672 ( en EUR )

3.75% par an ( paiement annuel )

17/07/2026 - Obligation échue

Prospectus brochure de l'obligation Eurofins Scientific S.E XS2167595672 en EUR 3.75%, échue

100 000 EUR

600 000 000 EUR

L'Obligation émise par Eurofins Scientific S.E ( France ) , en EUR, avec le code ISIN XS2167595672, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/07/2026

PROSPECTUS DATED 14 MAY 2020

EUROFINS SCIENTIFIC S.E.
(a société européenne established under the laws of Luxembourg with its registered office at 23, Val
Fleuri, L-1526, Luxembourg and registered with the Register of Commerce and Companies of
Luxembourg under number B 167.775) (the "Issuer")
Euro 600,000,000 3.750 per cent. Bonds due 17 July 2026
The issue price of the Euro 600,000,000 3.750 per cent. Bonds due 17 July 2026 (the "Bonds") of the Issuer
is 99.336 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Bonds will be redeemed at their principal amount on 17 July
2026 (the "Maturity Date"). The Bonds are subject to redemption in whole at their principal amount at the
option of the Issuer at any time in the event of certain changes affecting taxation in Luxembourg. The Bonds
may also be redeemed at the option of the Issuer, in whole but not in part, on the Optional Make-whole
Redemption Date (as defined in the Terms and Conditions of the Bonds) at the amount calculated as
described in Condition 6(b)(ii) (Redemption at the Make-whole Redemption Amount). The Issuer may, at
its option, on any date from and including the date falling three (3) months before the Maturity Date of the
Bonds to but excluding the Maturity Date, redeem the Bonds outstanding on any such date, in whole (but
not in part), at their principal amount together with accrued interest, as described under Condition 6(b)(iv)
(Residual call at the option of the Issuer). In addition, the holder of a Bond may, by the exercise of its
option, require the Issuer to redeem such Bond upon a Change of Control Event at its principal amount on
the Optional Redemption Date (as defined in the Terms and Conditions of the Bonds). The Issuer may in
accordance with Condition 6(b)(v) (Clean-up Call Option), on giving not more than 45 nor less than 30
days' prior notice to the Bondholders, redeem all but not some only of the Bonds at their principal amount,
if immediately before giving such notice, the Issuer or any of the Issuer's Subsidiaries has purchased Bonds
equal to or in excess of 80 per cent of the aggregate principal amount of the Bonds originally issued. See
"Terms and Conditions of the Bonds--Redemption and Purchase".
The Bonds will bear interest from 18 May 2020 at the rate of 3.750 per cent. per annum payable annually
in arrear on 17 July in each year commencing on 17 July 2020. There will be a short first coupon in respect
of the Bonds. Unless required by law, payments of principal and interest on the Bonds will be made in Euro
without deduction for or on account of taxes imposed or levied by the Grand Duchy of Luxembourg to the
extent described under "Terms and Conditions of the Bonds--Taxation". This Prospectus has been approved
as a prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent
authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer
nor as an endorsement of the quality of the Bonds. Investors should make their own assessment as to the
suitability of investing in the Bonds. The CSSF assumes no responsibility for the economic and financial
soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in
accordance with Article 6(4) of the Luxembourg act dated 16 July 2019 on prospectuses for securities.
Application has been made for the Bonds to be admitted to listing on the official list of the Luxembourg
Stock Exchange and trading on the Regulated Market of the Luxembourg Stock Exchange (each defined
below).
The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU (a "Regulated Market"). References in this
document to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") and all related
references shall include its Regulated Market.
The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and are subject to United States tax law requirements. The Bonds are being
offered outside the United States by the Joint Lead Managers (as defined in "Subscription and Sale") in
accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

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The Bonds will be in bearer form and in the denomination of Euro 100,000 each and integral multiples of
Euro 1,000 in excess thereof. The Bonds may be held and transferred, and will be offered and sold, in the
principal amount of Euro 100,000 and integral multiples of Euro 1,000 in excess thereof. The Bonds will
initially be in the form of a temporary global Bond (the "Temporary Global Bond"), without interest
coupons, which will be deposited on or around 18 May 2020 (the "Closing Date") with a common
safekeeper for Euroclear Bank S.A./N.V. (Euroclear) whose registered address is Boulevard du Roi Albert
II, 1210, Brussels, Belgium and Clearstream Banking S.A. ("Clearstream Luxembourg" and, together
with Euroclear, the "ICSDs") whose registered address is 42, Avenue J.F. Kennedy, L-1855 Luxembourg,
Grand Duchy of Luxembourg. The Temporary Global Bond will be exchangeable, in whole or in part, for
interests in the permanent global Bond (the "Permanent Global Bond"), without interest coupons, not
earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest
payments in respect of the Bonds cannot be collected without such certification of non-U.S. beneficial
ownership. The Permanent Global Bond will be exchangeable in certain limited circumstances in whole,
but not in part, for Bonds in definitive form in the denomination of Euro 100,000 each and with interest
coupons attached. See "Overview of Provisions Relating to the Bonds in Global Form".
After the Issue Date, a rating for the Bonds may be assigned by one or all of Moody's Investors Service, a
division of Moody's Corporation ("Moody's"), Standard & Poor's Global Rating, a division of The
McGraw-Hill Companies Inc. ("S&P") and Fitch Ratings Ltd. ("Fitch") (or any of their successor entities).
As of the date of this Prospectus, Moody's, S&P and Fitch are established in the European Union or the
United Kingdom and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies, as
amended (the "CRA Regulation") and are included in the list of credit rating agencies registered in
accordance with the CRA Regulation published on the European Securities and Markets Authority's
website (www.esma.europa.eu/supervision/credit-rating-agencies/risk). A rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.
This Prospectus shall be valid for admission to trading of the Bonds on a Regulated Market for 12 months
after the approval by the CSSF, provided that it is completed by any supplement, pursuant to Article 23 of
the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a
material inaccuracy relating to the information included (including incorporated by reference) in this
Prospectus which may affect the assessment of the Bonds. After such date, the Prospectus will expire and
the obligation to supplement this Prospectus in the event of significant new factors, material mistakes or
material inaccuracies will no longer apply.
Prospective investors should ensure that they understand the nature of the Bonds and the extent of
their exposure to risks and that they consider the suitability of the Bonds as an investment in the light
of their own circumstances and financial condition. For a discussion of these risks see "Risk Factors"
below.

Global Coordinators and Joint Lead Managers

BNP Paribas
BofA Securities
Danske Bank

Active Bookrunners and Joint Lead Managers
CIC Market Solution UniCredit Bank

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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained or incorporated by reference in this
Prospectus and declares that the information contained in this Prospectus is to the best of its knowledge in
accordance with the facts and the Prospectus makes no omission likely to affect its import.
This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and its
Subsidiaries (as defined in the Terms and Conditions) (the "Group") and the Bonds which is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position and profit
and losses of the Issuer and the Group and the rights attaching to the Bonds.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference. Other than in relation to the documents which are deemed to be incorporated by reference, the
information on the websites to which this Prospectus refers does not form part of this Prospectus and has
not been scrutinised or approved by the CSSF. The Issuer has confirmed to the joint lead managers named
under "Subscription and Sale" below (the "Joint Lead Managers") that this Prospectus and the documents
incorporated by reference herein contain all information regarding the Issuer, the Group and the Bonds
which is (in the context of the issue of the Bonds) material; such information is true and accurate in all
material respects and is not misleading in any material respect; any opinions, predictions or intentions
expressed in this Prospectus on the part of the Issuer are honestly held or made and are not misleading in
any material respect; this Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in such context) not misleading in any material respect;
and all proper enquiries have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer, the Group or the Bonds other than as contained in this Prospectus or as approved for such purpose
by the Issuer. Any such representation or information should not be relied upon as having been authorised
by the Issuer or the Joint Lead Managers.
The Joint Lead Managers have not separately verified the information contained or incorporated by
reference in this Prospectus.
Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part
of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained or incorporated by reference in this
Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Bond shall in
any circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Group
since the date of this Prospectus. Neither this Prospectus nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer and the Joint Lead Managers that any recipient of this Prospectus or any other financial
statements should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the
relevance of the information contained in this Prospectus and its purchase of Bonds should be based upon
such investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the
financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated
by this Prospectus nor to advise any investor or potential investor in the Bonds of any information coming
to the attention of any of the Joint Lead Managers.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Bonds and
should not be considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that
any recipient of the Prospectus should subscribe for or purchase the Bonds. Each recipient of this Prospectus
shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise)
of the Issuer.
The distribution of this Prospectus and the offering, sale and delivery of Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description
of certain restrictions on offers, sales and deliveries of Bonds and on distribution of this Prospectus and
other offering material relating to the Bonds, see "Subscription and Sale".

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In particular, the Bonds have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or
delivered within the United States or to U.S. persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "Euro" or "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
All or some of the Joint Lead Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services for the Issuer
and its affiliates in the ordinary course of business. All or some of the Joint Lead Managers and their
affiliates may have positions, deal or make markets in the Bonds, related derivatives and reference
obligations, including (but not limited to) entering into hedging strategies with the Issuer and its affiliates,
investor clients, or as principal in order to manage their exposure, their general market risk, or other trading
activities.
In addition, in the ordinary course of their business activities, the Joint Lead Managers and their affiliates
may make or hold a broad array of investments and actively trade debt and securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers. Such investments and securities activities may involve securities and/or instruments of the
Issuer or the Issuer's affiliates. All or some of the Joint Lead Managers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their
customary risk management policies. Typically, such Joint Lead Managers and their affiliates would hedge
such exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in securities, including potentially the Bonds. Any such positions could
adversely affect liquidity and future trading prices of the Bonds. The Joint Lead Managers and their
affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that they
acquire, long and/or short positions in such securities and instruments.
In connection with the issue of the Bonds, BofA Securities Europe S.A. (the "Stabilising Manager")
(or persons acting on behalf of the Stabilising Manager) may over allot Bonds or effect transactions
with a view to supporting the price of the Bonds at a level higher than that which might otherwise
prevail ("stabilising action"). However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of
the Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of
30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS 
The Bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA") or in the United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the Bonds or otherwise making them available to retail investors
in the EEA or in the UK has been prepared and therefore offering or selling the Bonds or otherwise
making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Bonds, taking into account the five categories referred to
in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA
dated 5 February 2018, has led to the conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for

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distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Bonds (a "Distributor") should take into
consideration the manufacturers' target market assessment; however, a Distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
TAXATION
Prospective purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the jurisdiction where the
Bonds are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial instruments such as the Bonds.
Potential investors are advised to ask for their own tax adviser's advice on their individual taxation with
respect to the acquisition, holding, disposal and redemption of the Bonds. Only these advisors are in a
position to duly consider the specific situation of the potential investor.
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the
merits and risks of investing in the Bonds and the information contained or incorporated by reference in
this Prospectus;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Bonds, including where the currency of the Bonds is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the applicable
risks.

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CONTENTS

Page

IMPORTANT NOTICES .......................................................................................................................... 3
RISK FACTORS ........................................................................................................................................ 7
INFORMATION INCORPORATED BY REFERENCE ..................................................................... 19
TERMS AND CONDITIONS OF THE BONDS ................................................................................... 27
OVERVIEW OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM .................... 36
USE OF PROCEEDS ............................................................................................................................... 38
DESCRIPTION OF THE ISSUER ......................................................................................................... 39
TAXATION .............................................................................................................................................. 40
SUBSCRIPTION AND SALE ................................................................................................................. 44
GENERAL INFORMATION .................................................................................................................. 46

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RISK FACTORS
The following is a description of risk factors which are material in respect of the Bonds and the financial
situation of the Issuer and which may affect the Issuer's ability to fulfil its obligations under the Bonds and
which prospective investors should consider carefully before deciding to purchase the Bonds. The sequence
in which the following risk factors are listed is not an indication of their likelihood to occur or of the extent
of their commercial consequences. Prospective investors should read and consider all of the information
provided in this Prospectus or incorporated by reference in this Prospectus and should carefully consider
all risk factors and evaluate (either alone or with the help of a financial advisor) possible scenarios for
economic, interest rate and other factors that may affect an investment in the Bonds and an investor's
ability to bear the loss of all or a portion of an investor's investment. Terms defined in "Terms and
Conditions of the Bonds" below shall have the same meaning where used below.
Risks Relating to the Issuer
In each category below the Issuer sets out first the most material risks, in its assessment, taking into account
the expected magnitude of the negative impact of such risks on the Issuer and the probability of their
occurrence.
The Issuer's management considers the following list to be as comprehensive as can reasonably be expected
and does not consider there to be any significant risks other than those outlined herein, given the current
operating environment and without prejudice to any new or highly unusual and unexpected events taking
place.
Nevertheless, the Issuer's operations may be subject to such unusual or unexpected events which may have
a significant negative impact on its business activities, net worth, financial position and operating results.
Due to the unforeseen nature of such events, it is difficult to mitigate their impact or predict their nature or
extent of their damage.
1.
Market risks
A continuing weak global economic growth may negatively impact Eurofins
Eurofins operates mainly in the food, pharmaceutical, environmental and clinical testing markets as well as
individual testing, which are relatively less cyclical and less exposed to the full impact of economic
downturns than many other sectors.
Nevertheless, in 2019, the global economy, especially in Europe (55% of the revenues of the Group were
generated in Europe in 2019), continued to struggle with sluggish growth and persistent uncertainty. Such
slow growth and any consequent funding squeezes may negatively impact some of Eurofins' customers, or
governments may be forced to suspend or revoke regulations and reduce testing frequency to ease financial
burden, which would directly impact the testing industry.
If this were to be the case then the impact on Eurofins' net worth, financial position and operating results
could be severe.
Many of Eurofins' activities are highly regulated
Many of the services Eurofins provides, and the conduct of such services, are subject to or influenced by
laws and regulations that highly regulate the Group's business or the businesses of the Group's customers.
Eurofins has identified the main following regulatory risks arising from its activities:
· Regulatory supervision which extends not only to the analytical process, but also to fee structures
and/or schedules (reductions of reimbursement, changes in policy regarding coverage of tests,
requirements for payment);
This is particularly relevant in the clinical diagnostics market (especially in the United States at
both the federal and state levels and in France), where third-party payers, such as
government/healthcare agencies and insurers have increased their efforts to control the cost,
utilization and delivery of health care services.

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Reductions of reimbursement from these third-party payers, changes in policy regarding coverage
of tests or other requirements for payment, may have a material adverse impact on Eurofins'
financial position.
· Requirement to obtain and hold permits, licenses and other regulatory approvals from, and to
comply with operating and security standards of numerous governmental bodies.
Failure to maintain or renew necessary permits, licenses or approvals, or to comply with required
standards, could have an adverse effect on Eurofins' results of operations and financial condition.
Group customers may require evidence of various professional licensing and accreditation as part
of their selection of a provider of bioanalytical services and various governmental and regulatory
authorities may mandate certain accreditations and professional licensing in connection with the
performance of various services.
A material delay in obtaining, the failure to obtain, or the withdrawal or revocation of material
licenses, approvals, or other authorizations could have a material adverse effect on individual
operations within the Group or, more broadly, could have a negative effect on the Group's overall
operations.
· Future government policies which may adversely affect the supply or, demand for, and prices of
Group services and also restrict Eurofins' ability to do business in its existing and target markets.
From time to time efforts are made to limit or prohibit the disclosure of information that might be
revealed by various bioanalytical testing services Eurofins offers or may offer in the future. For
example, in the United States various groups oppose mandatory and/or voluntary labelling of
genetically modified (GMO) food products. Likewise various groups and governments have
opposed mandatory and/or voluntary labelling of the country of origin for assorted food products,
including pursuant to various international trade agreements. Although Eurofins deems it to be
unlikely, a material relaxation of certain regulations or a prohibition on certain types of disclosure
could have a negative impact on the demand for, or growth of, certain of Eurofins services.
Changes in regulations that, for example, streamline procedures or relax approval standards with
respect to pharmaceutical products could reduce the need for biopharmaceutical product testing
services.
· Frequently changing healthcare and environmental laws and regulations which are vague or
indefinite and have not always been fully or partly interpreted by courts:
Laws and regulations applicable to Eurofins activity may be interpreted or applied by a
prosecutorial, regulatory or judicial authority in a manner that could require Eurofins to make
changes in its operations, including pricing and/or billing practices which may impact Eurofins
reputation, important business relationships with third parties and adversely affect the Group's
revenues, businesses and operating results.
Customer risk
The clients of Eurofins are very varied in number, in size and in location. They belong to top global
companies (e.g. global food & beverages producers, or retailers for the Food & Feed testing activities; 9
out of the top 10 global pharmaceutical companies for the Biopharma testing activities; consulting and
sampling companies for the Environmental testing activities) as well as small independent companies in
each segment. In 2019, Eurofins' biggest customer represented less than 2% of the consolidated revenues
and the first 10 customers of the Group represent altogether less than 10% of the consolidated revenues.
The majority of customers' contracts can be terminated upon short notice and the loss, reduction in scope
or delay of a large contract or the loss or delay of multiple contracts could adversely affect Eurofins'
business.
Severe or long-lasting adverse changes in the global economy in general or in particular individual markets
could have an adverse effect on Eurofins customers and, in turn, increase the Group's credit risk or decrease
the demand for its services.
Contractor and supplier risks

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Successful delivery of Eurofins' services to its customers is dependent on complex technologies utilizing
equipment and materials from multiple suppliers. Failure to deliver services may lead to a reduction in
Eurofins' expected revenue and could impact the Company's credibility to both existing and potential
customers.
Individual laboratories subcontract on an ad hoc basis for specific technical know-how or services, to
address production capacity demands or limitations or for other reasons related to specific applications or
services. The main suppliers to the business are in the following main categories: laboratory equipment,
laboratory consumables (these first two often overlap), information technology (IT), and logistics.
The Group seeks to minimize its subcontractor, vendor, and supplier risk through a professional sourcing
and contracting process and in-house production capacity for some critical items. Despite these initiatives,
plans, and procedures, such measures may not be adequate or implemented properly or sufficiently to
prevent business disruption in every instance or major price increase by or dependency from certain
suppliers, and Eurofins is subject to various risks and potential liability in the case of errors by its
subcontractors.
Expansion and acquisition risks
Part of Eurofins' business strategy is to acquire companies, new laboratories, and technologies in order to
obtain access to complementary technologies and to expand the Group's market position in Europe, North
America, and Asia as well as in other parts of the world. Eurofins' business has experienced substantial
expansion in the past and such expansion and any future expansion could strain Group operational, human
and financial resources if not properly managed.
Eurofins has identified the main following expansion and acquisition risks arising from its activities:
· Possibility that the companies acquired by Eurofins do not develop as planned and may ultimately
fail;
· Inability for Eurofins to successfully execute its acquisition strategies due, for instance, to
increased purchase prices or lack of attractive targets according to Eurofins' selection criteria; and
· Difficulties in successfully integrating acquired businesses.
All these risks could adversely impact Eurofins' business, results of operations and financial condition
through major financial losses, drag on operating margins and the need for substantial write offs.
Competition
The bioanalytics industry is highly competitive and highly fragmented, with numerous smaller specialized
companies and a handful of full-service companies with global capabilities similar to Eurofins. Eurofins
often competes for business not only with other, often independent bioanalytics companies, but also with
internal analytics departments within some customers or governments. As a result of competitive pressures,
the testing industry has experienced consolidation in recent years and it is expected that such trend towards
consolidation will continue.
Eurofins has identified the main following competition risks arising from its activities:
· Increasing competition from financially powerful market participants, such as food or water
companies or other large corporations;
· Greater business experience, greater financial resources or marketing capacities compared to
Eurofins
· Greater market recognition in their market segment and a larger customer base compared to
Eurofins;
· Fewer opportunities to purchase companies that are for sale;
· Higher acquisition purchase prices.

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There is no certainty that Eurofins will have the necessary resources in order to successfully deal with
changes in the market, the consolidation process or the entry of new competitors into its markets. If Eurofins
does not compete successfully, especially with respect to the competitive advantage of outsourcing
analytics requirements, Eurofins' business, operating results and financial condition would suffer.
Pressures on costs and prices may negatively impact profit margins
As a result of competition and improvement of testing technologies, test prices do and can fall, especially
for the most common and standard tests. It is impossible to rule out further significant price reductions in
the market for food, pharmaceutical, clinical, environmental analysis or other markets Eurofins is operating
in. At the same time, due to factors such as inflation, Eurofins' costs could grow due to increased expenses
for personnel, materials and other supplies/resources and so, there can be no certainty that Eurofins' profit
margins may not significantly decrease in the future.
Sustained erosion of its margins would have adverse effects on Eurofins' net worth, financial position and
operating results.
2.
Operational risks
Reputational risk and damages to brand
Reputational risk refers to the potential for damage to the Group's reputation and/or Eurofins' brand as a
consequence of errors, fraud or omissions by Eurofins' employees in relation to the Company's testing
activities, analyses, results or disclosure on any activity or position by a company of the Group or one of
its leaders or staff members that contradicts applicable laws or the position of important opinion groups.
This could result in material legal claims, loss of existing or new business and adverse effects on Eurofins'
net worth, financial position and operating results.
Partial or total destruction of the testing databases
Eurofins maintains databases containing information on almost all of its available tests, in addition to data
such as isotopic and other analytical fingerprints on products capable of analysis by Eurofins, and which
represent an integral part of its technological advance.
To limit the risk of a partial or total destruction, the main databases are kept in clusters of high availability
datacentres interconnected via high-speed communication lines. To further ensure availability, Eurofins
and its subsidiaries systematically apply off-site back-ups of the databases.
However, if the databases were to be corrupted, damaged, or destroyed, it may have adverse effects on
Eurofins' net worth, financial position and operating results.
Environmental risks
Eurofins' business uses biological and hazardous materials, solvents and other chemicals, and various
radioactive compounds which could injure people or violate laws. Any contamination, law violation or
injury could damage Eurofins' image and reputation, which is critical to obtaining new business and, or,
result in liability that could adversely impact Eurofins' business.
The occurrence of one or more of these risks may have material adverse effects on financial position and
results of operations of Eurofins.
Professional liability cases and litigation could have an adverse impact on Eurofins
As a general matter, providers of bioanalytical services may be subject to lawsuits alleging negligence,
errors and omissions, fraud or other similar legal claims. These lawsuits could involve claims for substantial
damages. For example, Eurofins' business contains the potential risk of substantial liability for damages in
the event of analytical errors or frauds by its staff where Eurofins and its subsidiaries not only verify the
authenticity of the products analysed, but also look to detect dangerous components (pathogens, prions,
pesticides, asbestos, mycotoxins, dioxins, toxic substances, etc.). Since these results may be relied upon
and used in the marketing activities or regulatory filings of Eurofins' clients, such negligence, errors or
omissions in the (reporting of the results of the) analyses could potentially lead to Eurofins' clients being

- 10 -

Document Outline

#3">IMPORTANT NOTICES
- #5">(a) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus;
- #5">(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;
- #5">(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency of the Bonds is different from the potential investor's currency;
- #5">(d) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices and financial markets; and
- #5">(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#7">RISK FACTORS
#19">INFORMATION INCORPORATED BY REFERENCE
- #19">1. the English language audited consolidated financial statements (including the independent auditors' report thereon and notes thereto) of the Issuer as of and for the year ended 31 December 2018 (the "2018 Annual Report") (https://cdnmedia.eurofins....
- #19">2. the English language audited consolidated financial statements (including the independent auditors' report thereon and notes thereto) of the Issuer as of and for the year ended 31 December 2019 (the "2019 Annual Report") (https://cdnmedia.eurofins....
- #19">3. the English language press release dated 12 March 2020 concerning Eurofins' support for SARS-CoV-2 analyses needs in the U.S.A. and in Europe (https://www.eurofins.com/media-centre/press-releases/2020-03-12/);
- #19">4. the English language press release dated 19 March 2020 concerning Eurofins' support for healthcare authorities in Europe, the U.S.A. and Brazil in their fight against the COVID-19 pandemic (https://www.eurofins.com/media-centre/press-releases/2020-...
- #19">5. the English language press release dated 27 March 2020 concerning the launch of testing solutions for the detection of SARS-CoV-2 on environmental surfaces (https://www.eurofins.com/media-centre/press-releases/2020-03-27/);
- #19">6. the English language press release dated 28 April 2020 concerning Eurofins' developed solutions to support the world's fight against the COVID-19 pandemic (https://www.eurofins.com/media-centre/press-releases/2020-04-28/);
- #19">7. the English language first quarter management summary presentation dated 28 April 2020 concerning Eurofins first quarter results (https://cdnmedia.eurofins.com/corporate-eurofins/media/12152219/28-04-20-q1-2020-results-summary-presentation_final-2....
- #19">8. the English language press release dated 5 May 2020 concerning the launch by Eurofins of tender offers to qualifying holders of some of its outstanding (i) EUR500,000,000 2.250 per cent. bonds due 2022 (ISIN: XS1174211471) and (ii) EUR500,000,000 3...
- #19">9. the English language press release dated 7 May 2020 concerning the launch by Eurofins of a multiplex Real-Time PCR assay for SARS-CoV-2 (coronavirus) pathogen detection (https:// https://www.eurofins.com/media-centre/press-releases/2020-05-07/).
#19">The information on any website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus. The documents incorporated by reference will also be made available in electronic form on the website of the ...
#27">TERMS AND CONDITIONS OF THE BONDS
#27">For the purposes of these Conditions:
#27">"Actual/Actual ISDA" means the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period fall...
#27">"Calculation Period" means any period of time (from and including the first day of such period to but excluding the last) in respect of the calculation of an amount of interest on any Bond.
#27">"Change of Control Event" means on or after the Issue Date any person or persons acting in concert or any third person or persons acting on behalf of such person(s) at any time acquiring directly or indirectly (x) more than 50 per cent. of the shares...
#27">"Business Day" means any day (not being a Saturday or Sunday) on which commercial banks and foreign exchange markets are opened for general business in France, on which the TARGET2 System is operating and on which Clearstream, Luxembourg and Euroclea...
#27">"Calculation Amount" means Euro 1,000.
#27">"Day Count Fraction" means, in respect of any period, the number of days in the relevant period, from (and including) the first day in such period to (but excluding) the last day in such period, divided by the number of days in the Regular Period in ...
#27">"Early Redemption Margin" means 0.50 per cent. per annum.
#27">"Early Redemption Rate" means the average of the four quotations given by the Reference Dealers of the mid-market annual yield to maturity of the Reference Benchmark Security on the fourth Business Day in Luxembourg preceding the Optional Make-whole ...
#27">"Exchange Date" means, in relation to a Temporary Global Bond, the day falling 40 calendar days after its issue date and being a day on which banks are open for business in the city in which the office of the Paying Agent is located and in the city i...
#28">"Group" means the Issuer and its Subsidiaries.
#28">"Material Subsidiary" means any Subsidiary of the Issuer whose total assets or total revenues equal or exceed 10 per cent. of the Issuer's total consolidated assets or total consolidated revenues.
#28">"Optional Redemption Date" is the seventh day following the expiration of the Put Period.
#28">"outstanding" means in relation to the Bonds, all the Bonds issued other than (i) those which have been redeemed on their due date or otherwise in accordance with the Conditions, (ii) those in respect of which claims have been prescribed under Condit...
#28">"Permitted Shareholders" means Analytical Bioventures SCA, provided it is controlled (within the meaning of Article 420-23 of the Law of 10 August 1915 on commercial companies, as amended (the "Company Law") by the existing ultimate beneficial owners...
#28">"Reference Benchmark Security" means the German Federal Government Bond of Bundesrepublik Deutschland bearing interest at a rate of 0.500 per cent. per annum and maturing on 15 February 2026 with International Securities Identification Number (ISIN) ...
#28">"Reference Dealers" means each of the four banks (that may include the Joint Lead Managers) selected by the Issuer which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond iss...
#28">"Regular Period" means each period from (and including) the Issue Date or any Interest Payment Date to (but excluding) the next Interest Payment Date.
#28">"Relevant Debt" means any indebtedness for borrowed money in the form of, or represented by, agreements under the format of Schuldschein, or bonds (obligations) or notes (including titres de créances négociables) which are for the time being, or are ...
#28">"Security Interest" means mortgage, lien, charge, pledge or other form of security interest (sûreté réelle) including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction.
#28">"Similar Security" means a reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the remaining term of the Bonds that would be utilised, at the time of selection and in acc...
#28">"Subsidiary" means, in relation to any person or entity at any time, any other person or entity (whether or not now existing) (i) whose affairs and policies the first person controls or has the power to control, whether by ownership of share capital,...
#28">"TARGET Business Day" means a day on which the TARGET2 System is operating.
#28">"TARGET2 System" means the Trans European Automated Real Time Gross Settlement Express Transfer System which uses a single shared platform and which was launched on 19 November 2007 or any successor thereto.
- #29">The Bonds are issued in bearer form in the denomination of Euro 100,000 each and integral multiples of Euro 1,000 in excess thereof. The Bonds shall initially be represented by a temporary global bond issued in new global note form ("NGN Form") (the "...
- #29">On the Issue Date, the Temporary Global Bond will be deposited with a common safekeeper (the "Common Safekeeper") for the account of Clearstream Banking S.A. (Clearstream LuxembourgŽ) and Euroclear Bank S.A./N.V. (EuroclearŽ).
- #29">The interests of the Bondholders in the Bonds shall be registered in the records of Clearstream Luxembourg and Euroclear and interests in the Global Bond shall only be transferable in accordance with the rules and procedures of Clearstream, Luxembourg...
- #29">The holder of the Global Bonds shall be treated by the Issuer and the Paying Agent as the owner of the Bonds in accordance with the terms of the respective Global Bond and the terms "Bondholders" and "holders of Bonds" shall be construed accordingly. ...
- #29">The Bonds constitute direct, unconditional, unsubordinated and (subject to Condition 4 (Negative Pledge)) unsecured obligations of the Issuer and rank, and will at all times rank, pari passu without any preference among themselves and (subject to such...
- #29">So long as any of the Bonds remains outstanding, the Issuer undertakes that it will not grant or permit to subsist any Security Interest upon any of its assets, rights or revenues, present or future, to secure any Relevant Debt incurred or guaranteed ...
#29">The Bonds bear interest from 18 May 2020 (the "Issue Date") at the rate of 3.750 per cent. per annum, (the "Rate of Interest") payable in arrear on 17 July in each year (each, an "Interest Payment Date"), except that the first payment of interest shal...
- #30">(a) Redemption at maturity
- #30">(b) Call options
  - #30">(i) Redemption for taxation reasons
  - #30">(ii) Redemption at the Make-whole Redemption Amount
  - #31">(iii) Redemption following a Change of Control Event
  - #31">(iv) Residual call at the option of the Issuer
  - #32">(v) Clean-up Call Option
- #32">(c) Purchases and cancellation
- #32">(a) Payments of principal and interest in respect of Bonds represented by a Global Bond shall be made in the manner specified in the Global Bond. A record of each payment made, distinguishing between payments of principal and payments of interest, sha...
- #32">(b) The holder of the Global Bond shall be the only person entitled to receive payments in respect of the Bonds represented by a Global Bond and the Issuer shall be discharged by payment to, or to the account of, the holder of the Global Bond in respe...
- #32">(c) Each of the persons shown in the records of Clearstream, Luxembourg or Euroclear as the beneficial owner of a particular amount of Bonds represented by a Global Bond must look solely to Clearstream, Luxembourg and Euroclear, as the case may be, fo...
- #32">(d) If the date of payment of any amount of principal or interest on a Bond is not a Business Day, the holder thereof shall not be entitled to payment until the next following Business Day (and shall not be entitled to any interest or other payment in...
- #32">(a) by or on behalf of a holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of its having or having had some connection with the jurisdiction by which such taxes, duties, assessments or ...
- #33">(b) where such withholding or deduction is imposed on a payment to a Luxembourg resident individual and is required to be made pursuant to Luxembourg law of 23 December 2005, as amended; or
- #33">(c) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying Agent in a member state of the European Union; or
- #33">(d) more than 30 days after the Relevant Date except to the extent that the holder of such Bond would have been entitled to such additional amounts on presenting such Bond for payment on the last day of such period of 30 days.
  - #33">(a) the Issuer defaults in any payment of principal or interest under any Bond (including any additional amount referred to in Condition 8 (Taxation)) when the same shall become due and payable and such default is not remedied within (i) fifteen (15) ...
  - #33">(b) the Issuer defaults in the performance of, or compliance with, any of its other obligations under the Bonds and such default has not been remedied within fifteen (15) calendar days after the receipt by the Issuer of a written notice of such defaul...
    - #33">(i) the Issuer or any of its Material Subsidiaries defaults in any payment for an amount in excess of Euro 75,000,000 (or its equivalent in any other currency) with respect to any present or future indebtedness for borrowed money of the Issuer or any ...
    - #33">(ii) the Issuer or any of its Material Subsidiaries defaults in any payment for an amount in excess of Euro 75,000,000 (or its equivalent in any other currency) with respect to a guarantee granted by the Issuer or any of its Material Subsidiaries in r...
    - #33">(iii) any present or future indebtedness for borrowed money of the Issuer or any of its Material Subsidiaries in an amount in excess of Euro 75,000,000 (or its equivalent in any other currency) is or becomes due and payable prior to maturity by reason...
  - #33">(c) the Issuer or any of its Material Subsidiaries in accordance with Article 437 of the Luxembourg Code de Commerce or any similar law or regulation applicable to any Material Subsidiary affecting the rights of creditors generally in any other jurisd...
  - #34">(d) any order is made by any competent court or any resolution passed for the winding-up or dissolution of the Issuer or any of its Material Subsidiaries (including, without limitation, the declaration of bankruptcy (faillite), insolvency, voluntary o...
- #35">(a) the Agency Agreement regarding provisions not detrimental to the Bondholders, or
- #35">(b) the Conditions or the Agency Agreement with regard to any amendment to the format, minor amendments or amendments of a purely technical nature or to correct manifest errors.
- #35">(a) Governing law: The Bonds and these Conditions and any non-contractual obligations arising out of or in connection with the Bonds and these Conditions are governed by Luxembourg law.
- #35">(b) Jurisdiction: The courts of Luxembourg have exclusive jurisdiction to settle any dispute arising out of or in connection with the Bonds and these Conditions (including any non-contractual obligation arising out of or in connection with the Bonds a...
#36">OVERVIEW OF PROVISIONS RELATING TO THE BONDS IN GLOBAL FORM
#38">USE OF PROCEEDS
#39">DESCRIPTION OF THE ISSUER
#40">TAXATION
- #41">(i) Non-resident holders of Bonds
- #41">(ii) Resident holders of Bonds
- #41">(i) Non-resident Bondholders
- #41">(ii) Resident Bondholders
  - #41">(a) Luxembourg resident corporate Bondholders
  - #42">(b) Luxembourg resident individual Bondholders
#44">SUBSCRIPTION AND SALE
- #44">(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- #44">(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.
- #45">(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No. 16190 of 29 October 2007 and Legislati...
- #45">(b) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementin...
- #45">(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.
#46">GENERAL INFORMATION
- #46">1. The creation and issue of the Bonds has been authorised by a resolution of the Conseil d'administration of the Issuer dated 27 March 2020.
- #46">2. Except as disclosed on pages 47 (Patents), 47 (Infringement of Property Rights), 52 (Risks of litigation), 125 (note 3.15) and 138 (note 4.9) of the 2019 Annual Report, there are no governmental, legal or arbitration proceedings, (including any suc...
- #46">3. Since 31 December 2019 there has been no material adverse change in the prospects of the Issuer.
- #46">4. Since 31 December 2019 there has been no significant change in the financial performance or financial position of the Issuer and its Group.
- #46">5. The financial statements of the Issuer for the year ended 31 December 2018 have been audited without qualification by PricewaterhouseCoopers, Société cooperative, 2 rue Gerhard Mercator, L-1014 Luxembourg, Luxembourg. PricewaterhouseCoopers, Sociét...
- #46">6. Copies of the following documents may be inspected on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.eurofins.com) for 12 months from the date of this Prospectus:
  - #46">(a) a restated version of the articles of association of the Issuer; and
  - #46">(b) the Prospectus (which will be available on the website for 10 years from the date of the Prospectus).
- #46">7. Except as disclosed on pages 11, 14 and 15 of this Prospectus, the Issuer has not entered into any material contract not entered into in the ordinary course of its business, which could result in the Issuer or any member of the Group being under an...
- #46">8. On the basis of the issue price of the Bonds of 99.336 per cent. of their principal amount, the gross real yield of the Bonds is 3.875 per cent. on an annual basis.
- #46">9. The Bonds and any Coupons appertaining thereto will bear a legend to the following effect: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provide...
- #47">10. The Bonds have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The International Securities Identification Number ("ISIN") is XS2167595672 and the common code is 216759567.
- #47">11. The total expenses related to the listing and admission to trading of the Bonds are estimated to be Euro 4,200.
- #47">12. The net amount of proceeds from the Bonds are estimated to be Euro 594,996,000.
- #47">13. The Issuer certifies that, to the best of its knowledge, there are no potential conflicts of interests between any duties owed to the Issuer by members of its board of directors (conseil d'administration) and their private interests or other duties.
- #47">14. Save for any fees payable to the Joint Lead Managers, as far as the Issuer is aware, no person involved in the offer of the Bonds has an interest material to the issue.
- #47">15. As at 30 April 2020, the share capital of the Issuer is Euro 1,793,759.50 represented by 17,937,595 ordinary shares having a nominal value of 10 cents, each.
- #47">16. The Legal Entity Identifier (LEI) of the Issuer is 529900JEHFM47DYY3S57.