Obligation Eurofins Scientific S.E 0.875% ( XS2343114687 ) en EUR

Eurofins Scientific S.E

100 % ▲

France

XS2343114687 ( en EUR )

0.875% par an ( paiement annuel )

19/05/2031 - Obligation échue

Prospectus brochure de l'obligation Eurofins Scientific S.E XS2343114687 en EUR 0.875%, échue

100 000 EUR

750 000 000 EUR

L'Obligation émise par Eurofins Scientific S.E ( France ) , en EUR, avec le code ISIN XS2343114687, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/05/2031

PROSPECTUS DATED 17 MAY 2021
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 750,000,000 0.875 per cent. Bonds due 19 May 2031
The issue price of the Euro 750,000,000 0.875 per cent. Bonds due 19 May 2031 (the "Bonds") of the Issuer
is 98.497 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Bonds will be redeemed at their principal amount on 19 May
2031 (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 or 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 75 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 19 May 2021 at the rate of 0.875 per cent. per annum payable annually
in arrear on 19 May in each year commencing on 19 May 2022. 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 on 17 May 2021 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, as amended ("MiFID II") (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
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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.
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 19 May 2021 (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".
The Issuer has been assigned a long-term issuer credit rating of Baa3 (stable outlook) by Moody's
Deutschland GmbH, a division of Moody's Corporation ("Moody's") and an investment grade rating
(BBB-, outlook stable) from Fitch Ratings Ireland Limited ("Fitch") in May 2021. The Bonds are expected
to be rated Baa3 by Moody's and BBB- by Fitch. After the Issue Date, a rating for the Bonds may also be
assigned by S&P Global Ratings Europe Limited, a division of The McGraw-Hill Companies Inc. ("S&P")
(or any of its successor entities). As of the date of this Prospectus, Moody's, S&P and Fitch are established
in the European Union and registered under the 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, i.e. until 17 May 2022, 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
BofA Securities
Crédit Agricole CIB
Santander Corporate &
UniCredit
Investment Banking

Joint Lead Manager
Belfius 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 of 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 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"). 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 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 has been
prepared and therefore offering or selling the Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALE TO 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 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 (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the
FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
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a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA. Consequently no key information document required
by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Bonds or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the UK may be unlawful under the UK 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 the
European Securities and Markets Authority ("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 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 ....................37
USE OF PROCEEDS ................................................................................................................................39
DESCRIPTION OF THE ISSUER ..........................................................................................................40
TAXATION................................................................................................................................................41
SUBSCRIPTION AND SALE ..................................................................................................................45
GENERAL INFORMATION...................................................................................................................47
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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. 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 and the COVID-19 pandemic may negatively impact
Eurofins
Eurofins operates mainly in the food, pharmaceutical, environmental and clinical testing markets, which
are relatively less cyclical and less exposed to the full impact of economic downturns than many other
sectors.
Nevertheless, in 2020, the global economy, mainly as a direct result of the global COVID-19 pandemic,
continued to struggle with sluggish growth and persistent uncertainty. Such slower 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.
The global COVID-19 pandemic, together with the resulting restrictions on international commodity
shipments and/or imposition of quarantines could adversely impact the Group's business, operations and
financial condition, by, for instance, affecting the supply chain of the Group's clients.
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 which Eurofins provides, and the conduct of such services, are subject to, or influenced
by, laws and regulations that impose strict rules on 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);
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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.
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 of, demand for, and/or prices
of Group's 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 related to the
various bioanalytical testing services offered, or that may be offered, by Eurofins may reduce the
demand for Eurofins' services. For example, in the United States, various groups oppose
mandatory and/or voluntary labelling of genetically modified (GMO) food products. Likewise,
Eurofins' toxicology testing businesses, which currently constitute a very small part of the Group's
overall business, could be negatively affected by a ban on or limitations to this type of testing in
specific jurisdictions or by other successful actions taken by groups opposed to such testing.
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, some of Eurofins services. Changes in regulations that, for example, streamline
procedures or relax approval standards with respect to pharmaceutical or agrochemical products
could reduce the need for Eurofins' pharmaceutical or agroscience 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 vary in size and location. They range from large global companies (e.g. global food
& beverages producers or retailers for the food & feed testing activities; global pharmaceutical companies
for the BioPharma testing activities; consulting and sampling companies for the environmental testing
activities) to small, independent activities. In 2020, Eurofins' biggest customer represented less than 2% of
the consolidated revenues and the top 10 customers of the Group represent altogether less than 10% of the
consolidated revenues.
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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, including as a direct result of the global
COVID-19 pandemic, 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
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 Issuer's credibility among both existing and potential
customers.
Eurofins subcontracts to individual laboratories on an ad hoc basis for specific technical know-how or
services to address production capacity demands / 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 to prevent the business disruption, in every
instance, of major price increases, by or Eurofins' dependency on, 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, Asia and other parts of the world. Eurofins' business has experienced substantial expansion in the
past and such expansion, and any future expansion could strain Group's 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 independent bioanalytics companies, but also with the
internal analytics departments of some of its customers or of 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;
- 9 -

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.
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 and environmental analysis or other Eurofins' markets. 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 Eurofins' 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, genetic, chemical 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 generally kept in clusters of high
availability datacentres interconnected via high-speed communication lines or, increasingly, in the cloud.
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 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.
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