The Board of Atos SE (ENXTPA:ATO) announced the spin off of 23.4% stake in Worldline S.A. (ENXTPA:WLN) for €2.4 billion on January 29, 2019. As part of transaction, Atos will distribute 23.4% of Worldline share capital to its shareholders in kind. Atos shareholders will receive 2 shares of Worldline for every 5 shares of Atos.

Post the transaction, Atos would retain 27.4% of Worldline's share capital and Worldline's free float would be increase from currently 22.3% to approximately 45.7%. Following the partial distribution, Worldline is expected to be deconsolidated from the Group's accounts and Atos remaining stake would be accounted for as a financial asset. Post the transaction, governance of Worldline would remain unchanged except for a reduced representation of Atos, from 5 to 3 Board members, and an increased representation of independent Board members, with 2 new independent members expected to join the Board of Directors.

Thierry Breton will remain non-executive Chairman of Worldline's Board of Directors and Gilles Grapinet, Chief Executive Officer of Worldline, and in addition, Gilles Grapinet will no longer hold any functions within Atos as of February 1, 2019. The transaction has been unanimously approved by the Worldline's Board of Directors. The transaction still remains subject to the appropriate processes with the relevant works council's representatives in accordance with applicable laws and to approval of Atos´s shareholders.

Atos's annual general meeting is planned on April 30, 2019, where the technical terms of the transaction would be submitted to the vote of the Atos shareholders. As of May 3, 2019, Worldline will become publicly traded and added to the Tortoise Global Cloud Infrastructure IndexSM effective May 3, 2019. Goldman Sachs Paris Inc. et Cie and d'Angelin & Co.

Ltd. acted as financial advisors to the ad hoc committee set up by the Atos' Board of Directors comprising the independent directors and the Chairman of the Board. BNP Paribas acted as financial advisor to Atos. Pierre-Louis Cléro of Latham & Watkins acted as a legal advisor to Atos.