Atos to acquire Xerox’s Information Technology Outsourcing business

BEZONS, France and NORWALK, Conn. —

• 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.