Following the announcement of Bull's acquisition on May 26, Atos has filed a draft public offer with the Autorité des Marchés Financiers (AMF) targeting all of Bull's outstanding shares and instruments.
As background, Atos says this is a part of its "2016 Ambition" three year plan, aimed at enhancing its position in Cloud services in Europe, and anchor its Managed Services and Systems Integration. Complementary technologies will further increase Atos' businesses impact and the relevance of its disruptive and innovative offerings, it says. The transaction will particularly enhance the group's offers in key areas such as Cloud services, Big Data and cyber security and will reinforce its position not only in France, but also in geographical areas such as Spain, Poland, Africa and Brazil.
Cost synergies potential is estimated at €80m after 24 months. These synergies are backed by a well identified and planned integration strategy within Atos' operations, based on transformation programs already experienced by Atos in previous large transactions.
This €4.90 cash offer values Bull's share capital at c. €620m on a fully diluted basis. It represents a 30% premium compared to the company's 3 month volume weighted average share price of €3.77 and a 22% premium compared to Bull's closing share price of €4.01 as of May 23rd 2014, the day preceding the announcement.
On May 23 and 25 2014 respectively, Atos' and Bull's Boards of Directors have both expressed their full and unanimous support to the transaction. On the date of the draft offer document, Crescendo Industries and Pothar Investments have both committed to tender all of their shares to the offer, representing an aggregated amount of 24.2% of Bull's share capital.
The Orange group and the BPI, with respective ownership stakes of 8% and 3.26%, have both expressed their support of the transaction as well and announced their intention to tender all of their shares to the offer, representing a total amount of 35.5% of Bull's share capital to Atos' public offer, comprising the tender agreements.
The offer's success is subject to reaching a 50% + 1 share threshold of Bull's share capital and voting rights. The offer is not subject to the approval of competition authorities.