Gide has advised EP Equity Investment ("EPEI"), a recognized and financially strong European industrial conglomerate with a long-term global vision, on the acquisition of 100% of Atos SE's Tech Foundations business, on the basis of an enterprise value of €2.0bn.
Atos SE and EPEI have entered into a put option agreement providing for exclusive negotiations to sell to EPEI 100% of Atos’ subsidiary which will hold its Tech Foundations business at the end of the internal reorganization under finalization (“TFCo”). The contemplated sale would result for Atos SE in a net cash positive impact of €0.1bn and the transfer of €1.9bn of on-balance sheet liabilities, leading to an enterprise value of €2bn. TFCo will continue using Atos brand and will become its sole owner. Tech Foundations has more than 52 000 employees globally.
Subject to final agreements and certain financial and other customary conditions to be provided for therein (including relevant shareholders’ approvals, regulatory clearances and other third-party consents), the transaction is expected to be completed by Q4-2023 or Q1-2024.
As part of this transaction, the EPEI group has also undertaken to subscribe to a reserved capital increase of €180m in Atos SE (renamed Eviden SE) giving EPEI 7.5% of the post-money this reserved share capital increase, and to subscribe for €37.5m to a subsequent rights issue of €720m, for a total investment by EPEI of €217.5m.
Gide drew on a team made up of 24 lawyers based in Paris, Brussels and London. The team was headed by partners Anne Tolila and Charles de Reals, and comprised :
Counsel Pierre-Antoine Degrolard (London), as well Paris-based associates Corentin Charlès, Jonathan Navarro, Mélanie Chailloleau, Apolline Couderc and Louis Etienne on M&A/Corporate aspects; Partner Laurent Godfroid and associates Perceval Renié and Pauline Cabany on competition law aspects; Partner Foulques de Rostolan and associate Pauline Manet on employment law aspects; Partner Jean-Hyacinthe de Mitry and associate Enora Guénon on intellectual property aspects; Partners Thierry Dor and Julien Guinot-Deléry and associate Nina Khalfi on GDPR/IT aspects; Partner Hugues Moreau and associates Sophie Gillard and Samuel Sellam on real estate law aspects; Partner Sophie Scemla and associates Marion David and Calypso Korkikian on litigation aspects.
Gide's Warsaw office was assisting on Polish aspects of the Project.
Gide was also assisted by local counsels in involved jurisdictions, including Gleiss Lutz (Germany), Cuatrecasas (Spain), Loyens Loeff (the Netherlands), Travers Smith (UK), SheppardMullin (US), Kinstellar (Romania) and Khaitan & Co (India).
Atos SE was advised by Darrois Villey Maillot Brochier.