2023-09-22 17:45:53
Published on September 22, 2023 at 3:30 p.m. Updated on September 22, 2023 at 7:45 p.m.
The letters that arrived last week at Bertrand Meunier’s office did not go unanswered. Attacked in quick succession by the activist fund CIAM and by the UDAAC (Union of Shareholders of Atos Constructifs), an association of minority shareholders, the board of directors split on Friday of a press release to respond to the criticisms raised. That same day, another fund filed a complaint for corruption (see box below).
In terms of form, first of all, the IT group deplores in its response that the shareholders chose “rather than meeting the company to express their points of view and obtain answers, to publicize them”. The content of the letters was notably relayed in “Les Echos”.
A “systematic” and “unjustified” criticism
“The systematic, unjustified criticism of the company and its orchestrated media coverage are detrimental to it” and “play into the hands of short sellers”, denounces the board of directors, while the group of 110,000 employees has been facing a marked fall since 2020. of its valuation and poor commercial and financial results. “The company will not hesitate, if it considers it appropriate, to seize the competent courts to sanction all maneuvers aimed at destabilizing it,” threatens Atos.
In substance, then, the former IT flagship continues to defend the proposed sale of Tech Foundations, announced on August 1, to Czech billionaire Daniel Kretinsky. This is the best option – according to the company – to realize its split plan, announced last year.
A complaint for corruption of the Alix AM fund
The Alix AM fund, minority shareholder of the Atos group, filed a complaint on Friday in Paris with the National Financial Prosecutor’s Office (PNF) for active and passive corruption surrounding the sale of the group’s outsourcing activities to businessman Daniel Kretinsky , AFP learned from a source close to the matter.
When asked, the PNF confirmed having received this complaint, which is currently being analyzed. Alix AM’s lawyer might not immediately be reached.
As a reminder, this project provides for the separation of Atos into two distinct companies: Tech Foundations (including its historic outsourcing branch, in structural decline) and Eviden (focused on artificial intelligence, supercomputers and cybersecurity).
“It was not possible to announce earlier” these negotiations with Daniel Kretinsky’s fund, maintains the board of directors, while the shareholders were surprised to learn of this project in the middle of the summer, only a few days following the publication of the first half results.
A project submitted for shareholder approval
Furthermore, the company recalls that this project will be submitted for shareholder approval during a vote scheduled before the end of the year, thus going “further than the recommendation of the Financial Markets Authority which does not provide “only a non-binding vote on the matter”, she underlines, thus responding to a complaint from the UDAAC.
Finally, while some shareholders were upset that Atos announced, associated with this sale plan, a capital increase, following having assured during the general meeting held at the end of June that this option was not on the cards. Today, the board of directors replied that this option was not actually considered as part of the initial plan, before the arrival of Daniel Kretinsky’s offer.
What are the details of the operation? Does it ultimately result in a negative price for the sale of Tech Foundations? What exactly will the capital increase be used for? In fine, will the Eviden entity finance the restructuring of Tech Foundations and will it end up loaded with debt, as some shareholders fear? On these points raised by shareholders’ letters, the press release remains evasive, limiting itself to emphasizing that “the draft management package [rémunération des dirigeants, NDLR] is usual in this type of operation” and that it would be “supported exclusively” by Daniel Kretinsky’s fund.
Ciam, who has already responded to Atos’ letter, remains in his position. There was indeed a change of plan between June 14 and August 1. In a letter obtained by “Les Echos”, the hedge fund is angry with the accusations made once morest it of “playing the game of short sellers and other people whose interest is to destabilize Atos”. “It is in fact indisputable that it is your financial communication and the management of the company for several years which are causing a chronic and continuous drop in the price of Atos shares. Evoking “massive support from shareholders and the financial community” is characterized by myopia or dangerous denial,” we read in Ciam’s letter.
As for UDAAC, its representatives are perplexed. The association is preparing to respond, but already, it points out that in the letter sent to them, Atos criticizes them for having criticized the management package. However, the association never spoke regarding it.
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