Atos proposes to acquire Gemalto to create a global leader in cybersecurity and digital technologies

Atos, a global leader in digital transformation, announces that it has made a formal proposal to acquire Gemalto by way of a public offer for all of Gemalto issued and outstanding shares. Atos invited Gemalto’s Board of Directors to engage discussions and review collaboratively this potential transaction.

On November 28, 2017, Atos has delivered an offer to the Board of Directors of Gemalto which is friendly, compelling, and which addresses the interests of all stakeholders. Since then, Atos has reiterated its friendly intentions. Considering increased risk that could impact Gemalto’s shares, and for the purposes of market information, the Atos’ Board of Directors has decided to make its proposal public while affirming its willingness to engage into discussions with the objective to come to a transaction recommended by the Gemalto’s Board of Directors.

Key terms of the Atos proposal:
. Intended all-cash offer of €46.0 per Gemalto share (cum dividend), representing a total consideration of approximately €4.3bn.
. A premium of c. 42% to Gemalto’s last unaffected closing price as of December 8, 2017, and c. 42% and c. 34% premium to Gemalto’s 1-month and 3-month volume weighted average trading prices, respectively.
. The proposed transaction will strengthen Gemalto’s businesses and will create a leading Group in cybersecurity technologies and digital services to the benefit of all stakeholders going forward.
. The acquisition of Gemalto shares will be entirely financed with Atos’ existing cash resources and fully committed external debt.

Thierry Breton, Chairman and CEO of Atos said: “Atos has been following closely, and with a lot of interest, the evolution of Gemalto as a leading player in digital cyber security, IoT and payment and has long admired its global presence and strong customer and technology portfolios. We believe that a combination of Atos and Gemalto would result in enhanced global leadership in cybersecurity, digital technologies and services and in the strengthening of our positioning as a leading European payment services provider. Atos has carefully considered the interest of the stakeholders of the two groups, shareholders, employees, and customers which will all benefit from the proposed friendly transaction. In addition, Atos comes forward with a long track-record of successfully integrating management teams, employees and businesses”

A powerful industrial combination in three high-growth markets
Strategically, the combination of Atos and Gemalto will lead to enhanced global leadership in cybersecurity and digital technologies and services, with highly complementary offerings, technologies, and commercial footprint:
. Reinforced capabilities in digital cyber technologies and services and homeland security: the combination will lead to the creation of a worldwide leader with total revenue amounting to €1.5bn. Gemalto’s offerings in identity and access management, data encryption and crypto management strongly complement Atos’ capabilities in Artificial Intelligence (AI), Big Data, High Performance Computers, and cloud orchestration.
. Enhanced capabilities in IoT/M2M by leveraging Atos’ Codex data analytics and AI, deep industry knowledge and long-standing customer relationships, with c. €1bn in combined revenue.
. Consolidation of the Group position as a leading end-to-end European payment services provider: as a global leader with approximately €1bn in revenues in 2016, Gemalto has gained unique and deep expertise in payment solutions. The synergies between Worldline, Gemalto, and Atos businesses will benefit from end-to-end capabilities across the value chain and many substantial geographic, technology and services complementarities.
. The combination will reinforce the two groups in Europe as well as in the United States of America, first market for the two companies and where the new group will be a key player in term of investments and jobs creation.

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Atos will file its offer with the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) and wishes to move swiftly with the negotiation of a merger agreement, with a view to come to a recommended transaction. Atos expects such merger agreement to be customary for transactions of this nature, including in particular with respect to non-financial covenants relating to employees, integration and strategy.

No agreement has been reached and there can be no assurances that any transaction will result from this proposal. Any offer will be made only by means of an offer memorandum, approved by the AFM. Atos will make further announcements if and when appropriate.

Source: Atos