Paris, May 28, 2008
Atos Origin and its two largest shareholders, Centaurus Capital and Pardus Capital Management are pleased to announce that they have reached an agreement which they consider to be in the best interest of the Company, its employees, its clients, and all stakeholders.
Pursuant to this agreement:
- All parties regret the incident which resulted in the adjournment of the shareholders’ meeting. Having resolved their past disagreement, they both reaffirm their mutual respect and common intention to work in the long term for the development of Atos Origin. In particular, Pardus Capital Management and Centaurus Capital reiterate that they have no intention to break up the Company, and confirm that they have all confidence in the professional skills of the Management Board members and the entire staff.
- Atos Origin, Centaurus Capital and Pardus Capital Management agree to support, recommend and vote in favor of a nine-member Supervisory Board structure, comprised of seven independent members and one representative for each of Pardus Capital Management and Centaurus Capital:
- Jean-Philippe Thierry, Chairman of the Supervisory Board
- René Abate
- Behdad Alizadeh
- Benoît d’Angelin
- Jean François Cirelli
- Michel Combes
- Colette Neuville
- Vernon Sankey
- Michel Soublin
- This structure is expected to be submitted to shareholder approval at the upcoming AGM on June 12, 2008, where shareholders will be asked to vote on all members of the Supervisory Board, with Jean-Philippe Thierry subsequently appointed to the Supervisory Board and then elected as Chairman subject to other members being elected
- All parties are delighted that Jean-Philippe Thierry, chairman and chief executive of French insurance group AGF and a member of the Allianz management board, has agreed to take this position to bring stability and support the development of the Company. Mr. Thierry is a prominent member of the European business community, Chairman of the Supervisory Board of Euler-Hermes and of the Mondial Assistance Group and also a director of PPR and Eurazeo (in a non-voting capacity).
- A Strategic committee will be created, the purpose of which will be to examine, in close cooperation with the Management Board, all investments and strategic options available to the Company in order to maximize shareholder value.
- In addition, Centaurus Capital and Pardus Capital Management have committed to vote in favor of all resolutions recommended by the Management Board at the upcoming general meeting of shareholders on June 12, 2008.
- Benoît d’Angelin and Behdad Alizadeh have undertaken to resign from the Supervisory Board within ten days if the stakes held respectively by Pardus Capital Management and Centaurus Capital fall below 5%.
Atos Origin’s Supervisory and Management Boards welcomed this agreement as a strong signal that all parties would now work constructively in the best interests of the Company. Philippe Germond stated: “I am convinced that this agreement and the undertakings made by all parties will send a strong signal of stability to our clients, employees and all stakeholders. This is excellent news from an operational standpoint as the Company is now free to fully focus on accelerating its development and building on the strong momentum observed in 2007 and Q1 2008. I look forward to working with the Supervisory Board on addressing the many opportunities for strengthening our European leadership which lie ahead of us”
Bernard Oppetit and Karim Samii said: “We believe there is tremendous potential for value creation in this Company, and we are confident that the strategic review undertaken at the initiative of this new Supervisory Board will point to the best ways to maximize value for all shareholders.”
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