Atos Origin meeting reset for 12 June after adjournment over vote dispute news
24 May 2008

French computer services company Atos Origin SA has adjourned its annual meeting after an employee fund changed tack midway and pledged support to the board nominees that have been proposed by nonconformist investors.

In a statement, Atos Origin said that its shareholders had convened for a shareholders meeting on 22 May, 2008 to deliberate on several resolutions, including the approval of the 2007 financial accounts and the nomination and reappointment of members of the supervisory board. Before the meeting was legally in session, the chairman of the supervisory board of the FCPE "Atos Origin Stock Plan," which holds shares representing 3 per cent of the share capital announced to all shareholders present that he would exercise voting rights in opposition to the vote unanimously passed as a valid mandate by the FCPE Supervisory Board.

Gerard Guerguerian is the chairman of the fund who announced that he would vote for three candidates proposed by hedge funds Centaurus Capital LP and Pardus Capital Management LP. After Guerguerian made this announcement, Atos Origin chief executive officer Philippe Germond adjourned the meeting, saying the employee fund's board should meet again.

A statement on Atos Origin's website said that this situation was likely to deprive employee shareholders of their rightful vote at the shareholders' meeting, and could have resulted in legal challenges pertaining to the validity of the outcome of votes cast at the shareholders' meeting. To avoid this ''irrevocable harm to the interests of the shareholders'', the company as a whole, its clients and its employees, the management board unanimously decided to adjourn the meeting so that the FCPE's shares could be voted in a legally valid manner, fully respecting shareholder democracy.

Reports indicate that the move by Centaurus and Pardus is part of a larger wave of ''investor activism'' that is sweeping boardrooms across France. Private equity firm Wendel had taken a stake in glass maker Saint-Gobain SA and won itself seats on the board earlier in the year. Together, Centaurus and Pardus hold around 23 per cent of Atos Origin. They would like to see five supervisory board members, and the firing of Chairman Didier Cherpitel.

Centaurus and Pardus have previously claimed that Atos Origin is undervalued, and must change strategy to maximise shareholder value, though they deny seeking to disband the company. Atos Origin's shares have plummeted 26 per cent over the past two years, at a time when its rival Cap Gemini SA has witnessed a 0.4 per cent rise. Atos Origin had advised shareholders to reject the funds' board candidates, and the call for Cherpitel's dismissal.

Atos Origin will reconvene the meeting 12 June, according to a statement by a spokesman given to Agence France-Presse.


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Atos Origin meeting reset for 12 June after adjournment over vote dispute