Atos eyes leadership position in cyber security by acquiring Gemalto

Atos 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 €4.3 billion.

* 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 & CEO, Atos, said, “Atos has been following closely, and with a lot of interest, the evolution of Gemalto as a leading player in digital cybersecurity, 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.”

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.

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 terms of investments and jobs creation.

Atos and Gemalto have long shared a common DNA, which is expected to serve as a strong foundation for bringing the two companies together. Both groups have a longstanding heritage of technological and scientific excellence. Both are client-centric organizations, relentlessly focussing on customer needs and satisfaction. Atos and Gemalto both put enormous emphasis on attracting, developing and retaining the very best talent, in an increasingly competitive and global environment. Finally, Atos and Gemalto share a longstanding experience in cybersecurity for its clients in both private and public sectors.

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.

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