Bull Enters Exclusive Negotiations With a View to Acquiring Amesys Group
By Bull, PRNETuesday, November 17, 2009
The aim is to Create Together a European Leader in Large-Scale Computer Processing Solutions for Critical, High-Security Systems
PARIS, November 18 - Bull (Euronext Paris : BULL) - expert in open, flexible and
secure information systems and one of Europe's leading players in the IT
industry - today announces that it has entered into exclusive negotiations,
with the aim of finalizing the acquisition of the Amesys group, a European
leader in critical, high-security systems, which is currently owned by
Crescendo Industries.
The proposed transaction will enable Bull to create a European
leader in large-scale computer processing systems for critical, high-security
systems, combining:
- The Amesys group's leadership in systems engineering for
real-time signal capture and processing;
- Bull's extensive expertise most notably in the processing,
analysis and operation of information systems including High-Performance
Computing (HPC) and storage systems, as well as in related infrastructure
services and outsourcing activities.
In a hyper-connected world, future networks will include an
almost infinite number of objects that communicate with each other, in
transport, retailing, energy, healthcare, defense and homeland security,
aerospace, the leisure industry… This applies to every sector of the
economy, and every business will be affected. Against this backdrop, the
unique combination of expertise in large-scale detection and processing of
information as part of an integrated new offering will be a key advantage for
customers of the newly-formed entity, enhancing their competitiveness and
sovereignty.
The Amesys group has recorded strong growth in its revenues,
with an average 25% increase over the period 2004-2008, and is set to achieve
almost EUR100 million in turnover in 2009, with operating profit at a level
approaching 10%. This momentum should enable Bull to double revenues from
these and related activities in the space of five years, taking full
advantage of the potential commercial synergies.
The transaction should have an accretive effect on both EBIT
and net income from 2010, so preserving the interests of Bull's shareholders.
The two parties have signed an exclusive agreement following a
phase of due diligence and initial negotiations. The planned acquisition will
be submitted for consideration by employee representatives from the companies
involved, as well as for approval by the appropriate regulatory and
administrative bodies.
An Extraordinary General Meeting (EGM) of Bull shareholders
will be held by 31 January 2010 at the latest, at which the company will seek
the authorization of its shareholders to endorse this initiative, and most
notably to increase the Group's share capital in favour of Crescendo
Industries, with the intention of compensating the holding company for the
Amesys group. Following this increase in share capital, Crescendo Industries
will become a Bull shareholder, with around 20% of Bull's capital, and will
additionally receive a cash payment of EUR33 million on a debt free, cash
free basis at 31 December 2009. Crescendo Industries will commit to hold at
least of 75% of its stake in Bull for three years.
"I would like to acknowledge the exceptional progress that
Philippe Vannier and his leadership team at the Amesys group have achieved in
the industry. Their entrepreneurial culture will be yet another asset for
Bull, and I am delighted that they will be joining us. As a result of this
acquisition - which will transform the Group and also further strengthen its
shareholder structure - we are planning to join forces to create a real
center of expertise in systems engineering, consulting and integration,
focused on critical, high-security systems," commented Dider Lamouche, Bull
Chairman and CEO. "This new entity, with Amesys as its foundation, will be
able to take full advantage of synergies unique in the industry, most
importantly with our Extreme Computing business, as well as Bull's
international presence. As a result, we will be able to offer our customers
the extra added value of an integrated offering. I am very pleased that a new
strategic shareholder - who is willing to actively support our future growth
- will be taking a stake in Bull."
"I and all the teams at Amesys are very proud to have built up
a group that is now seen as a supplier of reference in the critical,
high-security systems sector," commented Philippe Vannier, Chairman and CEO
of the Amesys group. "By coming together with Bull, one of the biggest names
in information technology in Europe, we will be able to move into a whole new
dimension. Under the leadership of Didier Lamouche, we hope to contribute to
the growth and development of the new entity, bringing our expertise to
create a new, integrated offering that is unique in this marketplace. The
shareholders of Crescendo Industries are enthusiastic about the idea of
making a significant investment to building a Group that delivers added
value."
On this operation, Bull was advised by Morgan Stanley and
Proskauer Rose; Amesys Group was advised by Arjil and Paul Hastings.
A " document E" will be filed and registered with the French
financial markets regulator (Autorite des marches financiers — AMF) prior to
the extraordinary general meeting.
Conference Call
A conference call to discuss this proposed transaction will be
held on November 19, 2009 at 9 :30 am Paris time.
The dial-in number is +33-(0)1-7099-3208. A presentation will
be available for download from Bull's website www.bull.com
About Bull, Architect of an Open World(TM)
Bull is an Information Technology company, dedicated to
helping Corporations and Public Sector organizations optimize the
architecture, operations and the financial return of their Information
Systems and their mission-critical related businesses.
Bull focuses on open and secure systems, and as such is the
only European-based company offering expertise in all the key elements of the
IT value chain.
Financial timetable
23 November 2009: analyst and investor conference, Paris
About the Amesys group
The Amesys group is a European leader in critical,
high-security systems, wholly owned by Crescendo Industries. Employing around
850 people, the company operates mainly in the defense and homeland security,
aeronautics, transport and energy sectors, offering high-technology products,
designing solutions based on customer specifications and providing technical
expertise to its customers.
Disclaimer
This press release includes and is based, inter alia, on
forward-looking information and statements that are subject to risks and
uncertainties that could cause expected results to differ.
Although Bull believes that its expectations and the
information in this press release were based upon reasonable assumptions at
the time when they were made, it can give no assurance that those
expectations will be achieved or that the expected results will be as set out
in this Press release.
Neither Bull nor any other company within the Bull Group is
making any representation or warranty, expressed or implied, as to the
accuracy, reliability or completeness of the information in the Press
release, and neither Bull, any other company within the Bull Group nor any of
their directors, officers or employees will have any liability to you or any
other persons resulting from your use of the information in the Press
release.
For more information visit: www.bull.com
Investor Relations contact: Bull: Peter Campbell - Tel: +33-(0)1-30-80-32-36 - peter.campbell at bull.net. Press Relations contact: Bull: Barbara Coumaros - Tel: +33-(0)6-85-52-84-84 - barbara.coumaros at bull.net
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