Latham & Watkins advises Atos in its sale of Worldline shares

After having distributed 23.4% of Worldline’s share capital to its shareholders on May 7, 2019, Atos has completed the sale of c. 14.7 million Worldline shares, for c. 0.8 billion euro, through a placement to qualified investors only by way of accelerated bookbuilding offering.

Separately, SIX Group has entered into a Collar transaction over ca. €500 million. In connection therewith, as part of its initial hedge position, the Collar counterparty has to sell ca. €420 million as part of the above mentioned accelerated bookbuilding.

Concurrently with the equity placement, Atos issued bonds due 2024 for an aggregate nominal amount of approximately €500 million, which will be exchangeable into Worldline shares.

In addition, Atos has agreed to transfer to Atos UK 2019 Pension Scheme £198 million (representing ca. €230 million) of Worldline shares on the settlement date of the equity placement.

With this transaction, Atos is disposing up to half of its remaining stake in Worldline. It will also retain certain economic upside exposure on the Worldline shares underlying the bonds. In case of exchange in full of the bonds or exercise of the share redemption option, Atos would retain a direct stake of 13% of Worldline share capital and 22% of voting rights.

Atos was advised by an in-house team led by Alexandre Menais (General Secretary) and Damien Catoir (Deputy Group General Counsel).

Latham & Watkins advised Atos on the equity placement and on the transfer of shares to the pension fund. The Latham team was led by partners Pierre-Louis Cléro and Thomas Margenet-Baudry, and Semih Bayar Eren, counsel, with the assistance of Roberto Reyes Gaskin, Philippe Tesson and Aymerick Fradin. Thomas Vogel, partner, and Suzana Sava Montanari, counsel, advised on derivatives products aspects of the transaction. Xavier Renard, partner, assisted by Yann Auregan, advised on the tax aspects of the transaction.