Complementary portfolios will support new
levels of strategic collaboration between Atos and Xerox
- Atos would acquire Xerox’s ITO business
to nearly triple its size in the U.S., which would represent its
largest operating geography; Atos would become one of Xerox’s
primary IT services providers
- Cash consideration for the transaction
is $1.05 billion prior to closing adjustments, with additional
consideration of $50 million subject to the condition of certain
assets at closing
- The transaction would enable Xerox to
increase its focus on its BPO and document outsourcing businesses
within its Services segment
Atos (EURONEXT PARIS:ATO), an international leader in digital
services, and Xerox (NYSE:XRX), a global business services,
technology, and document management company, today announced their
intention for Atos to purchase Xerox’s ITO business for $1.05
billion and become a primary IT services provider for Xerox.
Additionally, this transaction will enable new levels of
collaboration in client situations and innovative solutions
leveraging Atos’ world-class ITO capabilities and highlighting
Xerox’s Business Process Outsourcing and document outsourcing
expertise.
As part of this transaction, Atos will add Xerox’s blue-chip ITO
clients to its portfolio in order to accompany them on their
digital journey. With estimated 2014 revenue of $1.5 billion,
Xerox’s ITO business employs approximately 9,800 ITO employees in
45 countries, with 4,500 in the U.S. and more than 3,800 in global
delivery countries such as India, the Philippines and Mexico. The
Xerox ITO leadership team will also join Atos. Xerox’s existing ITO
clients will gain access to Atos’ global IT services capabilities
and a broad range of cutting-edge services.
Also under the terms of this transaction, Atos will provide IT
services to Xerox.
Atos and Xerox have established a working relationship spanning
several years. For example, Atos has relied on Xerox for managed
print, human resource and financial services. Xerox currently uses
Atos for ITO work in Europe.
“Atos is a company with whom we’ve had a long relationship in
several capacities. Selling the ITO business to Atos gives our
clients around the globe an expanded, world-class suite of IT
capabilities that complement Xerox’s industry leading BPO and
document outsourcing solutions,” said Ursula Burns, Xerox’s
chairman and CEO. “This transaction is another step in our ongoing
portfolio management strategy and increases our focus on those
areas where we can deliver the most value and expertise to our
clients.”
Acquiring Xerox’s ITO business provides Atos with a broader
geographic footprint and the ability to support the needs of its
European and U.S. clients anywhere in the world. This adds breadth
to its already deep services portfolio and leading technologies,
particularly in Cloud, Big Data, Cyber-security, and in High Power
Computing.
Thierry Breton, Chairman and CEO of Atos, said: “Increasing our
position in the U.S. is a major step in the completion of our three
year strategic plan and responds to a strong demand from our global
customers. This transaction will allow us to strengthen our
footprint in the U.S. market which is an early adopter of high
growth innovative technologies and to access a pool of talented and
highly skilled technologists. At Atos we are all excited to welcome
soon our 9,800 new colleagues who will be part of a leader fully
dedicated to the most advanced IT Services.
“The two companies already have a successful long-standing
commercial relationship. This provides both companies the
opportunity to take full benefit of this strategic collaboration
and it makes me very confident in our ability to generate value for
our customers and shareholders.”
The intended transaction, which has received the unanimous
support of both the Atos’ and Xerox’s Boards of Directors, is
subject to customary closing conditions, regulatory and antitrust
approvals, and consultation, when relevant, with employee
representative bodies. The transaction is expected to close in the
first half of 2015.
Analysts and investors conference call
On Friday, December 19, 2014, Thierry Breton, Chairman and CEO
of Atos, together with Charles Dehelly, Senior Executive Vice
President in charge of Global Operations, and Michel-Alain Proch,
Executive Vice President and Chief Financial Officer, will hold an
Analyst and Investor conference call in English for media starting
at 8:00 am (CET - Paris).
The audio conference numbers are:
France dial-in: +33 1 70 99 32 09 code 950419#UK dial-in: +44
207 1312 711 code 950419#U.S. dial-in: +1 646 461 1757 code
950419#
The conference (audio and webcast) and the presentation will
also be available on our website at: www.atos.net, in the Investors
section.
Press and Media conference and call
On Friday, December 19, 2014, Thierry Breton, Chairman and CEO
of Atos, together with Ursula Burns, Chairman and CEO of Xerox,
will hold a press conference in English for media starting at 1:30
pm (CET - Paris) / 07:30 am (EDT – New-York).
The audio conference numbers are:France dial-in: +33 1 70 99 32
09 code 950442#UK dial-in: +44 207 1312 711 code 950442#U.S.
dial-in: +1 646 461 1757 code 950442#
The conference (audio and webcast) and the presentation will
also be available on our website at: www.atos.net, in the Media
section and www.xerox.com/news.
About Atos
Atos SE (Societas Europaea) is a digital services leader with
2013 pro forma annual revenue of € 10 billion and 86,000 employees
in 66 countries. Serving a global client base, the Group provides
Consulting & Systems Integration services, Managed Services
& BPO, Cloud operations, Big Data & Cyber-security
solutions, as well as transactional services through Worldline, the
European leader in the payments and transactional services
industry. With its deep technology expertise and industry
knowledge, the Group works with clients across different business
sectors: Defense, Financial Services, Health, Manufacturing, Media,
Utilities, Public sector, Retail, Telecommunications, and
Transportation.
Atos is focused on business technology that powers progress and
helps organizations to create their firm of the future. The Group
is the Worldwide Information Technology Partner for the Olympic
& Paralympic Games and is listed on the Euronext Paris market.
Atos operates under the brands Atos, Atos Consulting, Atos
Worldgrid, Bull, Canopy, and Worldline.
For more information, visit: Atos.net.
About Xerox
Xerox is a global business services, technology and
document management company helping
organizations transform the way they manage their
business processes and information. Headquartered in Norwalk,
Conn., we have more than 140,000 Xerox employees and do business in
more than 180 countries. Together, we provide
business process services, printing equipment, hardware
and software technology for managing information - from data
to documents. Learn more at www.Xerox.com.
Disclaimers
This release contains "forward-looking statements" that involve
risks and uncertainties, including references concerning the
Group's expected growth and profitability in the future which may
significantly impact expected performance other than as indicated.
These statements include projections and estimates and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, services and potential, and statements
regarding future performance. Significant risks and uncertainties
may be linked to factors out of the control of the Company and not
precisely estimated, such as market conditions or competitors
behaviors. Any statements made in this document that are not
statements of historical fact, including statements about Atos’
beliefs and expectations and statements about Atos’ proposed
acquisition of Xerox’s ITO division, are forward-looking statements
and should be evaluated as such. Forward-looking statements include
statements that may relate to Atos’ plans, objectives, strategies,
goals, future events, future revenue or synergies, or performance,
and other information that is not historical information. Actual
events or results may differ from those described in this document
due to a number of risks and uncertainties that are described
within the 2013 Registration Document filed with the Autorité des
Marchés Financiers (AMF) on April 2, 2014 under the registration
number: D14-0272 and its update filed with the Autorité des Marchés
Financiers (AMF) on August 5, 2014 under the registration number:
D.14-0272-A01. Atos does not undertake, and specifically disclaims,
any obligation or responsibility to update or amend any of the
information above except as otherwise required by law.
This release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,”
“should” and similar expressions, as they relate to Xerox, are
intended to identify forward-looking statements. These statements
reflect management’s current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual
results to differ materially. These factors include but are not
limited to: changes in economic conditions, political conditions,
trade protection measures, licensing requirements and tax matters
in the United States and in the foreign countries in which we do
business; changes in foreign currency exchange rates; actions of
competitors; our ability to obtain adequate pricing for our
products and services and to maintain and improve cost efficiency
of operations, including savings from restructuring actions and the
relocation of our service delivery centers; the risk that
multi-year contracts with governmental entities could be terminated
prior to the end of the contract term; the risk in the hiring and
retention of qualified personnel; the risk that unexpected costs
will be incurred; the risk that subcontractors, software vendors
and utility and network providers will not perform in a timely,
quality manner; our ability to recover capital investments; the
risk that our Services business could be adversely affected if we
are unsuccessful in managing the start-up of new contracts;
development of new products and services; our ability to protect
our intellectual property rights; our ability to expand equipment
placements; the risk that individually identifiable information of
customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security; service
interruptions; interest rates, cost of borrowing and access to
credit markets; reliance on third parties, including
subcontractors, for manufacturing of products and provision of
services; our ability to drive the expanded use of color in
printing and copying; the outcome of litigation and regulatory
proceedings to which we may be a party; and other factors that are
set forth in the “Risk Factors” section, the “Legal Proceedings”
section, the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and other sections of
our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2014, June 30, 2014 and September 30, 2014 and our 2013 Annual
Report on Form 10-K filed with the U.S. Securities and Exchange
Commission. Xerox assumes no obligation to update any
forward-looking statements as a result of new information or future
events or developments, except as required by law.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20141218006542/en/
AtosInvestor Relations:Gilles Arditti, +33 (0) 1
73 26 00 66gilles.arditti@atos.netorPress:Caroline Crouch,
+44 77 333 100 86caroline.crouch@atos.netorSarah-Pearl Bokobza, +33
(0) 6 10 86 01
72sarah-pearl.bokobza@atos.netorXeroxInvestor
Relations:Jennifer Horsley, +1
203-849-2656jennifer.horsley@xerox.comorTroy Anderson, +1
203-849-2672troy.anderson@xerox.comorPress:Karen Arena, +1
203-849-5521karen.arena@xerox.comorCarl Langsenkamp, +1
585-423-5782carl.langsenkamp@xerox.com
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