SECTION 1 -

assistance agreements amounts to €0.8 million and is accounted for in the pro forma financial
statements (see note “Basis for preparation of the pro forma financial statements” and note 29 “Related
Parties” to the pro forma financial statements presented in section 10.2.1 of this prospectus).
The Transaction will not include the contribution of the “Accor Services” brands, logos and
domain names, but Accor will grant an exclusive license to the Company to use these intellectual
property rights free of charge for a period of 24 months. This license is intended to allow the
Company and the Services Entities to continue to use such rights for the time required to remove the
reference to “Accor” in the intellectual property rights in question.
Finally, Accor will conclude a tax consolidation exit agreement with each of the French
Services Entities that were included in the scope of the Accor tax consolidation for 2009, which will
govern the consequences of the exit of such companies from the scope of Accor’s tax consolidation as
a result of the Transaction.
(e) Securities and guarantees
Accor is expected to provide a guarantee to the banks of up to the global amount of €1.5
billion with respect to the bank financings described in section 2.6.6.2 of this prospectus. This
guarantee will be released on the Completion Date, so that as of such date, Accor will no longer be
the guarantor of the commitments of the Group’s companies.
6.3.1.2 Purpose and objectives of the transaction
The Transaction is part of a plan to separate the Accor Group’s hotel business from the
Services Business in order to create an autonomous group dedicated exclusively to the Services
Business (as defined in section 6.3.2.1 of this prospectus).
Each of these two businesses, which are currently the leaders in their respective markets, has
reached a critical size and earned an international reputation allowing it to act independently in
evolving markets.
With 4,100 hotels in 90 countries and 145,000 employees, the hotel operations division is a
European market leader and global hotel manager, with a unique foundation in the midscale to
economy segments.
Likewise, due to its presence in 40 countries with 33 million users, 490,000 companies and
public authorities as customers and 1.2 affiliated merchants and an issue volume of €12.4 billion in
2009, the Services Business (as defined below) is now the global leading provider of employee and
public benefits products and a leading player in the performance products market.
Today, it is clear that:
• the hotel and services businesses require specific skills and expertise, and operate in
different business environments;
• backed by sufficient independent financial resources, the hotel and services
operations will be better positioned in today’s increasingly competitive global
marketplace; and
• separately, the two businesses, each with its own business model, should attract a
larger number of investors.
The purpose of the separation of the two businesses is to allow the resulting entities to:
• pursue two corporate missions, led by dedicated management teams, strengthening
team spirit;
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