Atos Origin and Siemens to create a European IT Champion

Date: Mon, 12/20/2010 - 17:53

Atos Origin to acquire Siemens IT Solutions and Services Siemens and Atos Origin to become strategic partners
Atos Origin and Siemens to create a European IT Champion Thierry Breton, Chairman of the Board and CEO of Atos Origin

Atos Origin and Siemens announce their intention to form a global strategic partnership. Siemens will contribute its Siemens IT Solutions and Services for a total sum of €850 million to Atos Origin in order to create a European IT champion. Siemens will become for a period of at least five years a sustainable shareholder of Atos Origin with a 15% stake. The transaction will create a leading IT services company with pro forma 2010 revenues of approximately €8.7billion and 78,500 employees worldwide. As part of the transaction, Siemens concluded a seven-year outsourcing contract worth around €5.5 billion, under which Atos Origin will provide Managed Services and Systems Integration to Siemens. The new company will operate the largest European managed services platforms, will be uniquely positioned to deliver cloud computing services, market leading System Integration solutions such as Consolidation & Harmonization, Energy, PLM and to enhance significantly its electronic payments and transaction based activities
Highlights of the Deal
• A European IT Service Champion is formed: In exchange for Siemens IT Solutions and Services Siemens will receive approximately 12.5 million of Atos Origin shares currently at €414 million, a five year convertible bond of €250 million and a cash payment of approximately €186 million.
o The new company is expected to generate revenue growth in line with market growth in 2011 and with a 6% operating margin. The new company is expected to generate revenues between €9 to €10 billion and 7 to 8 % in operating margin by 2013.
o Siemens will support Atos Origin in taking necessary steps in integrating Siemens IT Solutions and Services, a reshaped asset preacquisition, in order to generate substantial synergies in the near future. As part of this it is envisaged that the global work force of Siemens IT Solutions and Services will be reduced by 1.750, including 650 in Germany – mainly in indirect functions such as G&A. Siemens agreed to contribute up to €250 million to the integration and training costs.
o The transaction is expected to close by early July 2011 after the consultation with the Working Council of Atos Origin, Antitrust approval and the approval from Atos Origin Shareholders at an Extraordinary Shareholders Meeting planned for the end of June 2011.
• One of the world’s biggest outsourcing deals is going along with the transaction: Atos Origin and Siemens to sign a seven-year contract worth €5.5 billion to operate Siemens IT infrastructure and applications worldwide.
• Atos Origin and Siemens form a strategic partnership: The sales power of Siemens One will strengthen the new company and should lead to an increase of future revenues. Atos Origin and Siemens will jointly develop new IT products and solutions for which both parties are committed to investing 50 million Euros each. The partnership agreement will provide significant development opportunities in hi-tech transactional Services and growing sectors such as healthcare, energy, transport or manufacturing.
Thierry Breton, Chairman of the Board and CEO of Atos Origin, said “today marks the start of a very solid and promising long term industrial alliance be-tween Atos Origin and Siemens that will create a most attractive powerhouse in IT and hi-tech transactional Services in Europe. We are opening a wide field of new business and development opportunities to shape the future of IT for both our customers and employees. I am confident that the value generated by this partnership will be reward-ing for all our shareholders, including Siemens.”
Peter Löscher, President and Chief Executive Officer of Siemens, said “we are creating a European Champion. The two organisations benefit from out-standing complementarities regarding customer base, geographies and services. As a future sustainable shareholder and strategic partner of the new company we demonstrate our confidence in the value add created by this transaction for the Siemens IT Solutions and Services employees, our shareholders and customers. We will jointly develop new IT products and solutions and strengthen the innovation power of the new company. For the next seven years the new company will also be responsible for the service of the IT backbone of Siemens.”

A deal structure tailored to create short term value for Atos Origin shareholders including Siemens and strongly protective of Atos Origin cash
The deal creates the framework for a sustainable global partnership between Atos Origin and Siemens. The transaction will be financed by Atos Origin delivering approximately 12.5 million shares to Siemens - representing 15% of the outstanding capital of the combined group, with a five-year lock-up commitment and a cash con-sideration of €186 million, Atos Origin will also issue a five-year convertible bond re-served to Siemens for €250 million. After this transaction, Atos expects to be net debt free as early as the end of 2012.
The transaction is structured in order to be short-term accretive on the Earning per Share (EPS) for Atos Origin. Siemens IT Solutions and Services will be transferred by Siemens on a debt and cash free basis. Siemens has agreed also to assume responsibility after deal closure for certain obligations including projects risks unidentified at closing.

The creation of a champion in IT Services
The deal is a major step in the strategy of Atos Origin to reach a global scale and grow strongly both in IT services and in high tech transactional services. The two organisations benefit from outstanding complementarities regarding customer base, geographies and services. Together they form a strong combination with a presence in 42 countries, and 78 500 staff worldwide, that will accelerate growth, increase shareholders’ value and will enhance the services it provides to its customers.
Following this deal Atos Origin will rank #1 among European companies for Managed Services in Europe according to market surveys and will further enhance its scale, expertise and capacity to compete for the big and global deals. It will also become a major league player in cloud computing which will be a major growth driver for years to come.
According to surveys, Atos Origin will become one of the first IT Services player in terms of revenue in Europe and number seven worldwide, with a significant increase in its customer base and range of offerings to win new sales opportunities.

Based on 2010 pro-forma consolidated figures, the combination will generate revenues of €8.7 billion, which is split as follows:
• By Business Lines, Managed Services will account for 52% of revenues, Consulting & Systems Integration 33% and specialized businesses 15% (Hi-Tech Transactional Services, Atos WorldGrid and Medical BPO)
• By Geographies, Germany will represent 22%, France 18%, the UK 16%, Benelux 16%, Central & Eastern Europe 12%, the Americas 8%, APAC 4%, Spain and other south European countries 4%
• By Vertical markets, Manufacturing, Retail & Transports will account for 35% of revenues, Public & Health revenues 25%, Financial Services 20% and Telecom & Media 13% and Energy & Utilities 7%.

The integration of a reshaped business
Since March 2010 Siemens IT Solutions and Services has gone through a very significant re-organisation and restructuring process which aimed at strengthening and sharpening Siemens IT Solutions and Services business profile. Today Siemens IT Solutions and Services is a global Managed Services specialist with international presence, a global tier one customer base and a strong positioning in Germany, and in growth regions such as Northern, Central and Eastern Europe. After Siemens IT Solutions and Services legal carve out the unit generated pro-forma revenues of €3.7 billion. Siemens IT Solutions and Services will have approximately 28.000 employees at the expected closing date. Atos Origin will acquire the business including employee pensions and will receive adequate funding.

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