“Evolution of the Bull group governance”
Paris, August 20th, 2014
The Board of Directors of Bull, the trusted partner for enterprise data, met on August 19th 2014 further to the success of the friendly tender offer launched by Atos, the international information technology services company, for all the issued and outstanding shares and all the bonds convertible in existing or new shares (OCEANEs) of Bull, and decided certain changes related to the evolution of the governance of the group.
The Board of Directors acknowledged that Atos now owns 84.25% of the share capital and of the voting rights in accordance with the results of the tender offer published by the French Financial Markets Authority (AMF) and that the perspective announced by Atos in its information note approved by the AMF shall be the implementation of a mandatory squeeze-out upon expiration of the period of reopening of the offer should the necessary conditions be satisfied or, failing that, of a merger of Bull into Atos.
As a consequence, following the Board meeting, the composition of the Board noticeably changed with the cooptation of Mr. Thierry BRETON, Mr. Charles DEHELLY, Mr. Gilles GRAPINET and Mr. Michel-Alain PROCH as Board members and the appointment of Mr. Marc MEYER and Mr. Philippe MAREINE as observers (censeurs). These cooptations and appointments of key figures linked with Atos took place due to the resignation of six Board members and one observer (censeur).
The new Board of Directors decided to split the positions of Chairman and Chief Executive Officer and unanimously elected Thierry BRETON as Chairman of Bull.
The Board also unanimously confirmed Philippe VANNIER as Chief Executive Officer of Bull.
The Board of Directors of Bull now comprises the following members and observers (censeurs):
|Board position||Main other functions|
|Thierry BRETON||Chairman of the Board, Board member||Chairman and CEO of Atos|
|Philippe VANNIER||CEO, Board member||Chairman of Crescendo Industries|
|Charles DEHELLY||Board member||Senior Executive Vice President of Atos|
|Gilles GRAPINET||Board member||Senior Executive Vice President of Atos and CEO of Worldline|
|Edouard GUILLAUD||Independent Board member||Chairman and CEO of Odas|
|Michel-Alain PROCH||Board member||Chief Financial Officer of Atos|
|Jean-François RAMBICUR||Independent Board member||Chairman of a NGO|
|Philippe VASSOR||Independent Board member||Chairman of Baignas|
|Philippe MAREINE||Observer (censeur)||EVP Human Resources of Atos|
|Marc MEYER||Observer (censeur)||EVP Talents & Communications of Atos|
Each cooptation is meant to cover the remaining period of the mandate held by the replaced Board member and will be subject to a ratification at a next Ordinary General Shareholders' meeting.
The Board of Directors also confirmed Mr. Philippe VASSOR, independent Board member, as Chairman of the Audit committee, and appointed Mr. Charles DEHELLY and Mr. Michel-Alain PROCH as new members of the Audit committee. Mr. Philippe MAREINE participates in the committee as observer (censeur).
Finally, the Board confirmed Mr. Jean-François RAMBICUR, independent Board member, as Chairman of the Personnel and Organization Committee, and appointed Mr. Thierry BRETON and Mr. Gilles GRAPINET as new members of the Personnel and Organization Committee. Mr. Marc MEYER participates in the committee as observer (censeur).
Furthermore, given the prospects of a 100% integration, on a very short term, as announced by Atos SE, the changes affecting the composition of the Board of Directors and of its committees, reviewed by the Personnel and Organization Committee, did not call for any observation by the Board, at this stage. However, in case of delay in the 100% integration process of Bull into the Atos group, the Board will ensure to take the necessary measures to take into account such new situation, in accordance with applicable regulations and with the AFEP-MEDEF recommendations.
Calendar of the tender offer
In accordance with the provisions of Article 232-4 of the AMF General Regulation, the offer will be reopened during 12 trading days from August 25th to September 9th, 2014 with the same offer prices of € 4.90 per share and € 5.55 per OCEANE.
The information note (AMF visa no. 14-327 dated June 24, 2014), as well as the information note relating to Atos characteristics, in particular legal, financial and accounting characteristics, are made available to the public on the AMF website (www.amf-france.org) and on Atos' website (www.atos.net) and may be obtained free of charge on demand from Atos, 80 Quai Voltaire River Ouest, 95870 Bezons, France, and Rothschild & Cie, 29 avenue de Messine, 75008 Paris, France.
The response note to Atos public tender offer (AMF visa no. 14-328 dated June 24, 2014), along with note relating to Bull characteristics, in particular legal, financial and accounting characteristics, are made available to the public on the AMF website (www.amf-france.org) and on Bull's website (www.bull.com) and may be obtained free of charge on demand from Bull, rue Jean Jaurès, 78340 Les Clayes-sous-Bois.
Tel +33 (0) 1 73 26 00 66
Tel +31 (0) 1 73 26 03 34
Tel +33 (0)1 58 04 04 23
Tel +33 (0)1 58 04 05 02
Atos SE (Societas Europaea) is an international information technology services company with an annual revenue of € 8.6 billion and 76,300 employees in 52 countries. Serving a global client base, it delivers IT services in 3 domains, Consulting & Technology Services, Systems Integration and Managed Services & BPO, and transactional services through Worldline. With its deep technology expertise and industry knowledge, Atos works with clients across the following market sectors: Manufacturing, Retail & Transportation; Public & Health; Financial Services; Telcos, Media & Utilities.
Atos is focused on business technologies that power progress and help organizations to create their firm of the future. It is the Worldwide Information Technology Partner for the Olympic & Paralympic Games and is quoted on the Euronext Paris market. Atos operates under the brands Atos, Atos Consulting & Technology Services, Worldline and Atos Worldgrid.
Bull is the trusted partner for enterprise data. The group, which is firmly established in the Cloud and in Big Data, integrates and manages high-performance systems and end-to-end security solutions. Bull's offerings enable its customers to process all the data at their disposal, creating new types of demand. Bull converts data into value for organizations in a completely secure manner.
Bull currently employs around 9,200 people across more than 50 countries, with over 700 staff totally focused on R&D. In 2013, Bull recorded revenues of € 1.3 billion.