Gemalto rejects unsolicited and conditional proposal by Atos
December 2017 by Marc Jacob
Gemalto N.V. (the Company) announces that it has rejected the unsolicited and conditional proposal by Atos SE (Atos) for a possible recommended cash offer for all issued and outstanding shares of the Company at an offer price of EUR46 per share (cum dividend) set forth in letters received from Atos on 28 November, 8 December and 11 December 2017, and as announced by Atos on 11 December 2017 (the Proposal).
Gemalto, the world leader in digital security, is best positioned to grow successfully on a standalone basis and create long term value for its stakeholders, including its shareholders.
Consistent with its fiduciary duties, the Board of Directors, in consultation with its financial advisors Deutsche Bank and J.P. Morgan and legal advisors Allen & Overy and Darrois Villey Maillot Brochier, has carefully reviewed and discussed whether the Proposal is in the best interests of the Company, its business and clients, employees, shareholders and other stakeholders. After thorough consideration, the Board of Directors has unanimously come to the conclusion that this is not the case.
Philippe Vallée, Gemalto CEO commented: "In 11 years, we have turned Gemalto into a technology Blue-Chip, recognized in over 180 countries throughout the world. In 11 years, the Company has created 5 000 jobs. In 11 years, Gemalto has become the world leader in digital security.
We have taken the measure of the recent changes in our historical markets, taken the responsible decisions and are now focused on leveraging the many opportunities of our fast-growing markets.
We will soon be presenting to our stakeholders our ambitious and substantial development plan for the Company that will focus on the next generation of digital security for companies, governments and citizens worldwide.
Gemalto’s employees, its Board of Directors, its Management team and I are fully aligned and committed to achieving the success of this plan that will benefit our stakeholders, including all our shareholders."
In its review, the Board of Directors has considered the following topics of particular relevance:
Gemalto - the world leader in digital security - is best positioned to grow successfully on a standalone basis and create long term value for its stakeholders, including its shareholders, through its ambitious strategy.
Gemalto’s unique technology platform allows it to support clients’ digital security needs across multiple high-growth markets; Gemalto is well advanced in its transition from traditional banking and telecom smartcard markets to fast-growing Government, Enterprise & Cybersecurity and Machine-to-Machine markets;
The implementation of Gemalto’s transition plan is already enabling the Company to be more agile and nimble and better serve its clients’ needs. The Proposal is unclear as to critical elements of the combination strategy, integration and potential consequences for its stakeholders; Gemalto is organized to benefit from innovation across its business units and the potential break-up contemplated by Atos through the contribution of Gemalto’s businesses to three separate divisions of Atos (for example the integration of the payments business into Worldline) would negatively impact Gemalto’s performance and ability to best serve its clients. Valuation
The Board of Directors considers that the Proposal significantly undervalues the Company:
The timing of the Proposal is opportunistic: the proposed offer price represents a discount of 27.4% vs. Gemalto’s last 12-month high and a premium of only 3.5% vs. Gemalto’s 12-month average share price. It is made at a time when Gemalto has stabilised its performance following a challenging period;
As mentioned, Gemalto is well advanced in the transition from traditional banking and telecom smartcard markets to fast-growing Government, Enterprise & Cybersecurity and Machine-to-Machine markets. The impact of this transition is yet to be reflected in the Company’s share price as its strategy and positioning around these growth segments will be detailed during the forthcoming Capital Markets Day;
The proposed offer price of EUR46 per share does not reflect Gemalto’s leadership positions in these fast-growing segments, and is well below the valuation levels of companies involved in highly strategic Government and Cybersecurity activities; The Proposal does not adequately reflect a fair sharing of synergies accruing from the potential combination, which Atos believes to be substantial.
The Proposal does not provide adequate deal certainty, given the significant conditionality attached to it, and the likely execution risks involved in the proposed transaction. In particular, the Proposal does not contain a substantiated explanation on, and analysis of, the envisaged anti-trust, CFIUS and other clearance procedures. It lacks details on timing, risks and potential remedies that would be offered to ensure completion. In addition, the proposed merger protocol contains a number of off-market, unclear, unusual and unacceptable terms and conditions.
The Proposal falls short in addressing the interests of the Company, its business and clients, employees, shareholders and other stakeholders.
The Proposal provides very limited protection for Gemalto’s other stakeholders, mentioning only a small number of general topics, and falls short of actual and concrete commitments. The Proposal fails to include important non-financial commitments customary for a friendly recommended transaction of this size and nature, including, but not limited to, commitments on no-redundancies, customer approach, and the required fair dealing and protection of the interest of any remaining minority shareholders if the offer were to be declared unconditional. In addition, the proposed duration of the non-financial covenants is not specified and their enforcement is not safeguarded post potential completion and delisting, leaving the Company’s stakeholders essentially unprotected.
The Board of Directors also note that Atos’ Proposal is not reflective of a friendly and collaborative approach as it was not preceded by customary exploratory discussions, the announcement of the Proposal was done unilaterally and Atos indicated its intention to file an offer memorandum with the AFM irrespective of whether it has reached agreement with Gemalto. The Board of Directors is concerned that this could exemplify cultural differences between the two companies.