The digital identity company’s Board of Directors, in consultation with its financial advisors Deutsche Bank and J.P. Morgan and legal advisors, 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.
The digital security company considers it is best positioned to grow successfully on a standalone basis and create long term value for its stakeholders, including its shareholders. Furthermore, the Atos proposal does not form the basis for constructive engagement as it fails to provide a compelling strategy versus Gemalto’s standalone prospects; significantly undervalues the company; fails to adequately address the interests of its various stakeholders and does not offer sufficient deal certainty, according to Gemalto’s press release.
Furthermore, the proposed offer price of EUR46 per share does not reflect Gemalto’s leadership positions in traditional banking and telecom smartcard markets and the proposal does not adequately reflect a fair sharing of synergies accruing from the potential combination, which Atos believes to be substantial.
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.
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