Patrick Métais remembers his job in Luxembourg as if it were yesterday. Orpea’s former medical director spent a whole year, from January to December 2011, as an administrator of an obscure company named Health Luxembourg Invest (HLI).

“I had been working for Orpea for ten years when Jean-Claude Marian, [its founder], asked me to go to Luxembourg to launch a new subsidiary,” he shared during an interview with Investigate Europe.

The emblematic Dr Marian told him to resign from his position at Orpea in order to join HLI. The stated goal of his posting, Métais said, was to secure new facilities in Luxembourg, in the North of France and in Switzerland for the ‘grey gold’ champion. It was a big leap, but the challenge, as well as the €24,000-a-month salary, was enticing.

At the time, Orpea, a world leader in elderly care, was enjoying unstoppable growth. Today, the Paris-listed giant is established in 23 countries and boasts a network of 1,100 medical facilities with 111,800 beds. 

Yet, Luxembourg didn’t simply serve as a gateway to Orpea’s European enlargement. Investigate Europe can reveal that the tax-friendly Duchy has also been a hub for secret commissions paid by the group for new care homes deals.

For years, the multinational and its business providers, independent or on payroll, have used a network of Luxembourg and Swiss firms to hide profligate payments from the French authorities. In one case, it even involved Lipany, Orpea’s shadow parallel structure recently brought to light by Investigate Europe.

At the beginning, HLI seemed perfectly legitimate, Métais told IE. He shared a small office in Boulevard Joseph II, in Luxembourg City, with another historical partner of Orpea, Jean-François Remy, “a guy that I didn’t know very well and who was supposed to take care of the administrative side, while I had to focus on the medical side.”

Remy, a self-employed intermediary from Northern France, helped the multinational purchase real estate and obtain care home licences from authorities. First mentioned in the investigative book “The Gravediggers” by Victor Castanet that exposed Orpea’s mistreatment of residents, Remy had already been one of the group’s business providers for eight years. 

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Orpea’s financial director at the time, Sébastien Mesnard, was travelling to Luxembourg almost every month to “review their work,” Métais said. Everything would suggest that HLI was indeed part of the group. 

There was one anomaly though: the company was not created by the multinational. It was registered by another firm, Yellowstone SA. Owned by Jean-François Remy, Yellowstone was founded in Luxembourg in 2009 and on paper at least, it is completely independent of Orpea.

A secret commission

When asked by IE, Jean-François Remy admitted that HLI was used to pay him a hefty commission behind the back of Orpea’s auditors. The Luxembourg company, he affirmed, was created following the instructions of Yves Le Masne, Orpea’s former CEO. Le Masne did not answer Investigate Europe’s questions.

“Le Masne promised me 1.5 million euros commission to secure the authorization for 80 care home beds anywhere in France. We managed to get it for Vouziers in the Ardennes. He wanted to pay me half of the sum via Luxembourg, so I created HLI at his request.”

When Métais started his mandate with HLI in January 2011, “it was an empty shell,” designed only to pay his generous salary, with heavy operating costs funded by loans from Orpea.  

But just two days after Metais’ appointment, a curious takeover happened: 49% of the company was sold to one of Orpea’s official subsidiaries in Luxembourg: Brige SA. The price of the transaction, €715,190, was astronomical, given that HLI was worth almost nothing.

The shares’ true value was €15,190, namely 49 per cent of its social capital of €31,000, based on IE’s analysis of its public accounts. 

This acquisition was a trick to conceal the secret commission. It allowed Orpea “to hide this reward from its statutory auditors,” Remy said.  An auditor may have wondered why a broker would get such a sum for obtaining a care home licence – which French authorities deliver for free. 

The scheme was nearly discovered two years later because of Orpea’s recklessness, observed Remy. 

Lipany’s cover-up

In 2013, the police raided the multinational’s HQ while tracking a separate kickback, detailed later in this article.

Orpea’s managers were very scared that investigators would stumble upon the Vouziers commission, Remy recalled. ”A few months later, Gérard Tubiana, Orpea’s head of development, told us that he had to step down as administrator of HLI.”

Tubiana, who held this position since 2011, resigned on 6 January 2014. The same day Orpea’s secret Luxembourg partner, Lipany, came to the rescue and covered up the irregular commission.

This is documented by a letter received by Remy and signed by two directors of Brige SA, announcing that they “have transferred” their 49% of HLI “to the company Lipany SA”. 

Lipany’s public accounts clearly listed this operation, carried out for the same amount as three years before, a little more than €715,000, immediately depreciated to reflect its true value.

Before IE’s exposé, Lipany was operating in total secrecy. So, on paper at least, the links between Orpea and HLI were broken.

Roberto Tribuno, ex-CEO of Orpea in Italy and beneficial owner of Lipany, denies any wrongdoing. “I do not know Mr Remy, and I am not aware of any commission payments by Health Luxembourg Invest, as I am not involved in the operations of the subsidiary companies,” Tribuno said to IE. He added that Lipany bought the shares of HLI “with a view to developing new activities in Luxembourg.”

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In spite of these precautions, Métais was questioned by the police in 2013 about his job with HLI and his knowledge of Yellowstone’s activities with Orpea. Remy also had to hand over documents related to his Luxembourg firms and his business with the group. The multinational’s HQ was even raided by the police a second time in 2021. As for Lipany, IE previously revealed that the secret holding was also named in a complaint for misuse of corporate assets filed by Orpea.

One question remains though: how did Remy collect the second half of his €1.5 million commission?

“The remaining €800,000 was wired to Yellowstone’s Swiss branch,” he admitted. In addition to Yellowstone Luxembourg, Remy had created affiliates in Switzerland and France and a mother company in Cyprus. The Swiss business, he added, was in the hands of a local nominee, since only residents may have a company in the country.

When quizzed about HLI and commissions disclosed in this piece, Orpea declined to comment. 

“Your questions relate to matters which, to the group’s knowledge, are already the subject of criminal investigations,” Orpea wrote in a statement sent to IE. “Orpea, which has already fully cooperated with the investigations carried out, is reserving its statements for the investigators.” 

Le Masne, Marian and Tubiana didn’t acknowledge or answer our emails and letters, nor did Mesnard, who left Orpea amid IE’s revelations on Lipany.

The strange case of Charleville-Mézières

Remy’s discreet payoff is not the only dubious transaction between Orpea and its business providers. IE found out that several firms or bank accounts were set up in Switzerland and Luxembourg as commission conduits for brokers that secured care homes for the group. One of these deals, though it failed in the end, was a striking example of the modus operandi. 

In April 2015, the town of Charleville-Mézières, near the Belgian border, blessed the sale of 17,848 sqm of land in a former industrial district. The aim was to build a nursing home and in the local newspaper, journalists wrote that the plot and the 80-bed licence were sold to “a subsidiary of Orpea.”  According to council minutes, the price agreed was €178,000 (just €10 per sqm).

“Another ‘grey gold’ giant that hogged a care home that should belong to the people,” complained Sylvain Dalla-Rosa, a local councillor who spoke to IE. He was not completely right though. As the council’s public records show, Charleville-Mézières didn’t negotiate with Orpea directly. For months, it liaised with another one of Remy’s French firms, Yellowstone SAS, incorporated in 2012 by its namesake in Luxembourg. 

“Yves Le Masne, [Orpea’s boss], asked me to start this business,” Remy told IE. “The idea was that I handle the deal, the administrative tasks and the urban planning, and then sell the company to Orpea for a higher price.”

The ploy would have disguised another secret commission as a capital acquisition via the Grand Duchy. 

The mayor of Charleville-Mézières, Boris Ravignon, personally presented the project to the council, the local press reported. However, he didn’t disclose to his colleagues that the city had negotiated for months with the branch of a Luxembourg-based company.

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“The council green-lighted the sale of local land to a firm [Yellowstone] that claimed to be acting on behalf of Orpea,” justified Ravignon, a former adviser to President Sarkozy, when contacted by IE. Yet no publicly available information connected Yellowstone SAS to Orpea at the time of the deal.

Ultimately, as the land turned out to be polluted, the €178,000 promised was never paid and the town kept the plot.  

In the end, Orpea didn’t get its care home but it still covered some of Remy’s investment by buying Yellowstone SAS. The company, valued at €40,000, was taken over for €35,000 by Orpea’s real estate subsidiary ‘Niort 94’. The swap was discussed by text messages, seen by IE, between Remy and Sébastien Mesnard, the group’s former financial director.

Yellowstone, rebranded ‘Résidence Ardennaises’, is an empty shell in Orpea’s accounts as publicly available data shows.

Remy’s regional network

It’s no surprise that Ravignon trusted Remy. Orpea’s former negotiator was born just a stone’s throw away from Charleville-Mézières, in the village of Rouvroy-sur-Audry. His grandfather, a renowned local entrepreneur, had an extensive business network and became the village’s mayor.

“Ravignon and I have always known each other. Later he became an advisor to Nicolas Sarkozy at the Elysée Palace,” Remy said.

Remy’s companies in Luxembourg are proof of his ties to powerful figures in the North-East of France. In Yellowstone SA’s filings, IE unearthed one interesting name: Alain Guillaumin, a previous director-general of the Ardennes council until 2014. Care homes regularly came within his purview as IE could tell from public documents. In 2013, for example, Guillaumin signed a bylaw setting the price grid of an Orpea facility whose opening was secured by Remy himself.

Following his job as a top civil servant, Guillaumin was appointed as an administrator of Yellowstone between 2018 and 2021. Guillaumin did not answer any questions by Investigate Europe. But Remy insisted that the former civil servant did not do Orpea “any favours”. “I suggested that he should become HLI’s director because he was looking for financing for us, and that gave him more weight in his efforts, which yielded nothing anyway,” Remy added.

When IE met Remy in the city of Metz, the businessman was wearing a check shirt and carrying a briefcase. “I have nothing to hide,” he often uttered between two explanations.

Aged 66, he no longer works for Orpea and has even filed a complaint against the group, he claimed.

“I think that towards the end, I just knew too much,” Remy believes – including the personal lives and spendings of some of Orpea’s top executives. Behind closed doors, they loosened up, Remy said.

Did Remy indeed know too much? The group didn’t wish to comment.

A fiduciary set-up from a tax haven

In 2003, long before their break-up, the multinational and the businessman had laid the grounds for their cooperation. The first contract Remy won for Orpea was for the Patrice Groff care home, also in Charleville-Mézières. 

Even then, his commission took a detour via Luxembourg. According to Remy, instructions on the kind of payment, even if not on the amount, came directly from Orpea’s founder, Jean-Claude Marian, now a retired multi-millionaire living in tax exile in Belgium. 

Yellowstone didn’t exist yet, but its ancestor, “Compagnie de conseils et services CSS SA”, served the same purpose. Registered in 2002 by shell corporations from the island of Niue, an offshore tax haven, this fiduciary was used to pay a commission of “one million francs,” Remy said. 

Twenty years on, his memory didn’t fail him, despite the new European currency. In 2003, the financial statements of CSS SA indeed listed €156,900 of “service provision”.

IE traced another former business provider of Orpea who was an administrator of CSS SA alongside Remy. On condition of anonymity, he confirmed that he sent the invoice himself to the multinational. He also revealed how the story ended for the Niue-born fiduciary.

“The police came one morning,” he recounted. “I opened the door and they seized all the files.” 

As IE verified in the company’s records, CSS SA’s demise followed a visit from bailiffs sent by social security services. Since the firm couldn’t cough up the €44,000 it owed in social contributions, a court declared its bankruptcy and it was struck off.

The other playground of Orpea’s intermediaries in the South

This unfortunate affair did not prevent Orpea’s intermediaries from continuing their lucrative collaboration with the care home leader. 

Far from the Northern rolling hills of the Ardennes, Orpea’s meteoric expansion reached the South of France. Down there, in the Bouches-du-Rhône, the sale of two care homes involved questionable commissions paid through foreign jurisdictions. 

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One of them is under an investigation by France’s financial prosecutor’s office for “tax fraud and aggravated laundering”, French magazine Challenge reported last October. Thanks to several first-hand sources, IE was able to track down these transactions. 

In 2008, two enviable nursing homes became available on the market: Les Alizées in Saint-Cyr-sur-Mer and Paul Cezanne in Aix-en-Provence. One of the main owners, the Marseille-based Fabre family, wanted to withdraw from the business. Georges Dubois, a local intermediary, tipped off  Léon Guimbretière, Orpea’s then-head of development, about the juicy opportunity. The sale deed was quickly signed. The Saint-Cyr facility was sold “for  €10 million and Paul Cezanne for  €15 million,” Patrice Fabre, one of the sellers, told IE. 

But the agreement was twofold. In a secret pact with Orpea’s negotiators, the Fabres also paid a hidden sum of €2.5 million. The cash first landed in Dubois’ bank account in Spain, before finding its way to Guimbretière’s account in Switzerland. “When I checked my account, I couldn’t believe it,” the former executive told IE. 

Subsequently, he went on a trip to Geneva with Dubois and the Fabres in order to share the loot. Remy, who somehow also appeared in the picture that day, assured IE that he was only invited to visit a care home in the city, until “Guimbretière asked me to drive them to Banca Svizzera Italiana.”

This infamous bank was subsequently shut down in 2016 by the local authorities following an unrelated case of misappropriation of funds.

“I waited in the lobby for them to sort out their affairs and we went for lunch nearby,” Remy remembered. “That’s when I heard about the Swiss commission and how it was transferred through Spain.”

Today, the former partners are still trying to pass the buck. Guimbretière accuses Remy of being behind the whole undertaking. Remy claims he was just in the wrong place at the wrong time. This version is corroborated by Patrice Fabre, who says he only dealt with Guimbretière and Dubois. 

Accepting the secret scheme was a necessity, in Fabre’s opinion. Given the dire financial situation of the Paul Cezanne home, he felt it was the only way “to save his family.” He did not disclose the exact amount that he received. But he insisted that he declared this Swiss money and that neither he nor his father have been sanctioned by tax authorities for the deal.

IE could not reach Dubois, but Guimbretière conceded that he pocketed €500,000 with this kickback. The only wrongdoing of such nature in his career, he said, maintaining that he never took part in any other scheme with Remy.

An official probe underway

Fourteen years later the protagonists are still blaming each other for this decision, which, French prosecutors suspect, was designed to enrich intermediaries and sellers while deceiving tax authorities. 

This sort of manoeuvre also gives buyers considerable headway against competitors when bidding for new care homes. Such practices would allow them to pay higher prices with the top-up escaping taxation in France. Guimbretière said Orpea knew nothing of the arrangement. The multinational told IE it would only talk to the police.

Questioned by Challenge magazine, the group stated that its managers were not “directly involved,” adding that since it is “not a party to the proceedings, Orpea does not have access to the case file.” 

Yet, at least Guimbretière, directly employed at the time, is involved in the probe. He told IE that, not only was he heard by investigators, but he was also forced to pay over €400,000 in tax assessments. As for Orpea, it’s no surprise that it couldn’t review the case as it was still in its preliminary stage. But the group’s HQ was nonetheless searched by anti-corruption officers last October as part of the same investigation. 

France’s financial prosecutor’s office has been investigating the Bouche-du-Rhône contract since 2017. While Orpea’s shares keep plummeting with each new revelation, the group’s former executives and intermediaries await the probe’s outcome.

“I’ve been carrying this story for 14 years,” lamented Guimbretière. “I’ve made one mistake and there isn’t a day that goes by when I don’t regret it. When you’re dealing with millions, you can lose your head and you want to get your chunk…” 

On the phone to IE,  the former head of development tries to put things into perspective: “After all we did, it’s only money… In the end, we didn’t kill anyone, no one died.”

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Glossary

• Jean-François Remy, former intermediary of Orpea in the North
• Georges Dubois, former intermediary of Orpea in the South
• Patrice Fabre, seller of two care homes in the South
• Boris Ravignon, mayor of Charleville-Mézières
• Alain Guillaumin, former Ardennes civil servant
• Jean-Claude Marian, Orpea’s founder 
• Yves Le Masne, Orpea’s former CEO (Chief Executive Officer)
• Gérard Tubiana, Orpea’s head of development until at least 2021
• Sébastien Mesnard, Orpea’s former CFO (Chief Financial Officer)
• Léon Guimbretière, Orpea’s former head of development in the 2000’s and early 2010’s 

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Editing: Elisa Simantke 

Graphs and illustrations: Joanna Kopacka, Manuel Rico, Federica Bonetti