Atos, a leading technology company, has received a non-binding offer from the French State to acquire its Advanced Computing activities for an enterprise value of €500 million, potentially increasing to €625 million, including earn-outs. This deal would involve the acquisition of 100% of Atos’ BDS division, which includes the High-Performance Computing (HPC) and quantum divisions as well as the Business Computing and artificial intelligence divisions.
The business currently employs approximately 2,500 employees and generated revenue of circa €570 million in 2023. The French State’s offer provides for an exclusivity period until May 31, 2025, with a potential Share Purchase Agreement to be signed by that date and an initial payment of €150 million. Atos would also commit to launching a formal sale process for its Cybersecurity products and Mission Critical Systems businesses, which generated circa €340 million in 2023.
The transaction is subject to obtaining customary commercial, employee, and administrative authorizations and the information of the specialized commercial court of Nanterre via the SELARL AJRS, represented by Mr Thibaut Martinat, acting as plan supervisor.
Advanced Computing Acquisition: A Strategic Move for Atos and the French State
Atos SE, a leading digital transformation company, has received a non-binding offer from the French State to acquire its Advanced Computing activities for an enterprise value of €500 million, potentially increasing to €625 million including earn-outs. This strategic move is expected to have significant implications for both parties involved.
The Advanced Computing business, which includes High-Performance Computing (HPC) & Quantum as well as Business Computing & Artificial intelligence divisions, currently employs approximately 2,500 employees and generated revenue of circa €570 million in 2023. The offer provides for an exclusivity period until May 31, 2025, during which time Atos will engage in exclusive negotiations with the French State.
If the negotiations lead to an agreement, a Share Purchase Agreement may be signed by May 31, 2025, subject to obtaining customary commercial, employee, and administrative authorizations. Upon signing the share purchase agreement, Atos is expected to receive an initial payment of €150 million. The transaction will also involve a valuation of the disposed perimeter carried out by an independent expert appointed by the Company to assess whether the terms reflect a fair market value.
Impact on Financial Restructuring Process and Timetable
The proposed acquisition is expected to significantly impact Atos’ financial restructuring process and timetable. The accelerated safeguard plan, approved by the classes of affected parties on 27 September 2024 and by the specialized commercial court of Nanterre on 24 October 2024, included the possibility of disposing of the Group’s Advanced Computing activities.
The forecasts presented in the accelerated safeguard plan did not take this disposal into account, considering the ongoing discussions. However, based on an enterprise value of €500 million, the proposed transaction is expected to lead to a 2027 financial leverage of between 1.8x and 2.1x, depending on the outcome of the ongoing €233 million rights issue.
Atos will file with the French Autorité des Marchés Financiers (AMF) a supplement to the prospectus relating to the ongoing €233 million rights issue, which the AMF approved under number 24-474 on 7 November 2024. Investors who have already placed subscription orders will have the option of withdrawing them for two trading days following the AMF’s approval of the supplement.
The subscription period for the rights issue, which was supposed to close on 25 November 2024, will be extended, in accordance with the indicative timetable that will be included in the supplement. The indicative closing date of the financial restructuring transactions is still planned by year-end or early January 2025.
In addition to the proposed acquisition of Advanced Computing activities, Atos has committed to launching a formal sale process for its Cybersecurity products and Mission Critical Systems, which generated revenue of circa €340 million in 2023. This move is expected to further strengthen Atos’ financial position and enable the company to focus on its core business.
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