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Bull Enters Exclusive Negotiations With a View to Acquiring Amesys Group

November 18, 2009

PARIS, November 18 /PRNewswire-FirstCall/ –

– The aim is to Create Together a European Leader in Large-Scale Computer
Processing Solutions for Critical, High-Security Systems

Bull (Euronext Paris : BULL) – expert in open, flexible and secure
information systems and one of Europe’s leading players in the IT industry -
today announces that it has entered into exclusive negotiations, with the aim
of finalizing the acquisition of the Amesys group, a European leader in
critical, high-security systems, which is currently owned by Crescendo
Industries.

The proposed transaction will enable Bull to create a European leader in
large-scale computer processing systems for critical, high-security systems,
combining:

– The Amesys group’s leadership in systems engineering for real-time
signal capture and processing;

– Bull’s extensive expertise most notably in the processing, analysis and
operation of information systems including High-Performance Computing (HPC)
and storage systems, as well as in related infrastructure services and
outsourcing activities.

In a hyper-connected world, future networks will include an almost
infinite number of objects that communicate with each other, in transport,
retailing, energy, healthcare, defense and homeland security, aerospace, the
leisure industry… This applies to every sector of the economy, and every
business will be affected. Against this backdrop, the unique combination of
expertise in large-scale detection and processing of information as part of
an integrated new offering will be a key advantage for customers of the
newly-formed entity, enhancing their competitiveness and sovereignty.

The Amesys group has recorded strong growth in its revenues, with an
average 25% increase over the period 2004-2008, and is set to achieve almost
EUR100 million in turnover in 2009, with operating profit at a level
approaching 10%. This momentum should enable Bull to double revenues from
these and related activities in the space of five years, taking full
advantage of the potential commercial synergies.

The transaction should have an accretive effect on both EBIT and net
income from 2010, so preserving the interests of Bull’s shareholders.

The two parties have signed an exclusive agreement following a phase of
due diligence and initial negotiations. The planned acquisition will be
submitted for consideration by employee representatives from the companies
involved, as well as for approval by the appropriate regulatory and
administrative bodies.

An Extraordinary General Meeting (EGM) of Bull shareholders will be held
by 31 January 2010 at the latest, at which the company will seek the
authorization of its shareholders to endorse this initiative, and most
notably to increase the Group’s share capital in favour of Crescendo
Industries, with the intention of compensating the holding company for the
Amesys group. Following this increase in share capital, Crescendo Industries
will become a Bull shareholder, with around 20% of Bull’s capital, and will
additionally receive a cash payment of EUR33 million on a debt free, cash
free basis at 31 December 2009. Crescendo Industries will commit to hold at
least of 75% of its stake in Bull for three years.

“I would like to acknowledge the exceptional progress that Philippe
Vannier
and his leadership team at the Amesys group have achieved in the
industry. Their entrepreneurial culture will be yet another asset for Bull,
and I am delighted that they will be joining us. As a result of this
acquisition – which will transform the Group and also further strengthen its
shareholder structure – we are planning to join forces to create a real
center of expertise in systems engineering, consulting and integration,
focused on critical, high-security systems,” commented Dider Lamouche, Bull
Chairman and CEO. “This new entity, with Amesys as its foundation, will be
able to take full advantage of synergies unique in the industry, most
importantly with our Extreme Computing business, as well as Bull’s
international presence. As a result, we will be able to offer our customers
the extra added value of an integrated offering. I am very pleased that a new
strategic shareholder – who is willing to actively support our future growth
- will be taking a stake in Bull.”

“I and all the teams at Amesys are very proud to have built up a group
that is now seen as a supplier of reference in the critical, high-security
systems sector,” commented Philippe Vannier, Chairman and CEO of the Amesys
group. “By coming together with Bull, one of the biggest names in information
technology in Europe, we will be able to move into a whole new dimension.
Under the leadership of Didier Lamouche, we hope to contribute to the growth
and development of the new entity, bringing our expertise to create a new,
integrated offering that is unique in this marketplace. The shareholders of
Crescendo Industries are enthusiastic about the idea of making a significant
investment to building a Group that delivers added value.”

On this operation, Bull was advised by Morgan Stanley and Proskauer Rose;
Amesys Group was advised by Arjil and Paul Hastings.

A ” document E” will be filed and registered with the French financial
markets regulator (Autorite des marches financiers — AMF) prior to the
extraordinary general meeting.

Conference Call

A conference call to discuss this proposed transaction will be held on
November 19, 2009 at 9 :30 am Paris time.

The dial-in number is +33-(0)1-7099-3208. A presentation will be
available for download from Bull’s website http://www.bull.com

About Bull, Architect of an Open World(TM)

Bull is an Information Technology company, dedicated to helping
Corporations and Public Sector organizations optimize the architecture,
operations and the financial return of their Information Systems and their
mission-critical related businesses.

Bull focuses on open and secure systems, and as such is the only
European-based company offering expertise in all the key elements of the IT
value chain.

Financial timetable

23 November 2009: analyst and investor conference, Paris

About the Amesys group

The Amesys group is a European leader in critical, high-security systems,
wholly owned by Crescendo Industries. Employing around 850 people, the
company operates mainly in the defense and homeland security, aeronautics,
transport and energy sectors, offering high-technology products, designing
solutions based on customer specifications and providing technical expertise
to its customers.

Disclaimer

This press release includes and is based, inter alia, on forward-looking
information and statements that are subject to risks and uncertainties that
could cause expected results to differ.

Although Bull believes that its expectations and the information in this
press release were based upon reasonable assumptions at the time when they
were made, it can give no assurance that those expectations will be achieved
or that the expected results will be as set out in this Press release.

Neither Bull nor any other company within the Bull Group is making any
representation or warranty, expressed or implied, as to the accuracy,
reliability or completeness of the information in the Press release, and
neither Bull, any other company within the Bull Group nor any of their
directors, officers or employees will have any liability to you or any other
persons resulting from your use of the information in the Press release.

For more information visit: http://www.bull.com

SOURCE Bull


Source: newswire



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