Exclusive-France's Thales considers move for Atos cybersecurity arm BDS -sources

By Pamela Barbaglia

LONDON (Reuters) - France's Thales is working on a plan to buy the cybersecurity business of IT consultancy group Atos, sources told Reuters, in a potential $3 billion tie-up likely to test the political determination for shoring up France's digital defences.

Thales, which ranks as Europe's largest defence electronics company, and its adviser Centerview Partners have approached several private equity firms including Bain Capital to explore a possible joint offer as part of a deal that would involve a complex break-up of Atos, the sources said.

Thales would buy the big data and cybersecurity business, known as BDS, while private equity funds would swallow the remaining IT services operations of Atos, the sources said on condition of anonymity.

Thales said in a statement it was not currently in talks with Atos over a potential takeover, adding that the company led by Chief Executive Patrice Caine was "potentially interested" in any cyber-security asset that could be up for sale.

Atos declined to comment.

Shares in Atos were up 10.32% at 1515 GMT after Reuters first reported on the plan, while Thales' stock was down 3%.

(Graphic: Atos shares, https://fingfx.thomsonreuters.com/gfx/mkt/akpeznozzvr/atos.PNG)

Atos' share price has plummeted to its lowest level since mid-2012 after issuing two profit warnings in seven months, becoming an attractive private equity target.

Yet any sale would face major obstacles in France where the administration of Emmanuel Macron is wary of seeing such 'national champions' sold to foreign investors with presidential elections looming in April.

"The French government will strongly oppose any break-up of Atos right now," one of the sources said.

Thales' advisers have also begun talks with CVC Capital Partners and PAI Partners over a possible joint bid for Atos, but the timing of such a move remains unclear, another said.

Bain, which in January bought French IT services firm Inetum in a deal worth about $2.27 billion, would use any joint buyout of Atos to expand its portfolio of tech assets in Europe, where it also controls Italian IT firm Engineering Group.

Bain, CVC and PAI declined to comment.

The French finance ministry did not immediately respond to a request for comment.

HOSTILE AND UNWANTED

Atos, with a market value of 3.5 billion euros ($3.95 billion), gave former French Prime Minister Edouard Philippe a seat on its board of directors in 2020 and had European Commissioner Thierry Breton as its CEO for more than a decade, making it a politically-sensitive target, the sources said.

Atos, advised by Rothschild, has rebuffed previous overtures by Thales for BDS and would view any move by private equity funds to launch a public offer and delist Atos from the Paris exchange as hostile and unwanted, one of the sources said.

BDS is valued at between 2 and 3 billion euros ($3.4 billion) and accounts for about half of Atos' overall revenue, the source added.

Thales and Atos have recently partnered on a joint venture known as Athea to develop a sovereign big data and artificial intelligence platform for the public and private sector with a focus on defence, intelligence and internal state security.

For Thales, bulking up cybersecurity operations has been on the cards since it bought Dutch data protection firm Gemalto for 4.8 billion euros in 2019, pledging to create a global powerhouse in digital security.

Chief Executive Patrice Caine said in October there would be opportunities for Thales to strengthen its existing portfolio in key markets after buying Gemalto, but that any assets would have to bring a "good level of growth."

Thales says cybersecurity generates about 1 billion euros in sales for the French defence and security company, which is controlled by Dassault Aviation and the French state, whose support would be crucial for any tie-up involving defence and security technologies to succeed.

A hostile bid affecting technologies that France has described as vital to its "digital sovereignty" in the face of military and civil threats, is widely seen as unlikely.

However, a 2018 government study said consolidating the industrial base in cyber defence would be "advisable" to provide high security while ensuring companies were economically viable.

Thales said last month the number of cyberattacks and episodes of ransomware had "exploded" in the last 12 months, growing by some 150%, with the pandemic exposing new vulnerabilities by driving more economic activity online. Since 2019, it said, the cost to the world economy from cybercrime has more than doubled.

The head of the company's digital security business told investors last October that expansion of the cybersecurity market was "here to stay for many years," averaging 10% a year in compound terms.

($1 = 0.8835 euros)

(Reporting by Pamela Barbaglia; Additional reporting by Mathieu Rosemain, Tim Hepher, Julien Ponthus and Michel Rose; Graphics by Sujata Rao; Editing by Mark Potter and Alexander Smith)