Atos Proposes to Acquire Gemalto

Atos, a global leader in digital transformation, 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 percent and c. 34 percent 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.”