Regulatory News:
Reference is made to the joint press release by Thales (Euronext
Paris: HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 27
March 2018 in relation to the launch of the recommended all-cash
offer by Thales for all the issued and outstanding shares of
Gemalto (the “Offer”), the publication of the Offer Document, and
the joint press release of Thales and Gemalto dated 10 August 2018
in relation to the further extension of the Acceptance Period.
Terms not defined in this press release will have the meaning as
set forth in the Offer Document.
Thales and Gemalto today announce that they have received
antitrust Regulatory Clearance in Turkey. The decision of the
Turkish Competition Board, which was notified today to Thales, is
effective as of 27 August 2018.
Together with the anti-trust clearance obtained in China and
Israel, and clearances relating to foreign investments in Australia
and Canada, Thales and Gemalto have obtained 5 of the required 14
Regulatory Clearances.
Thales and Gemalto continue to work constructively with the
competent antitrust authorities to obtain the remaining Regulatory
Clearances in Australia, for the European Union, in Mexico, in New
Zealand, in Russia, in South Africa and in the United States. In
addition, Thales and Gemalto are seeking CFIUS approval in the
United States and Regulatory Clearance relating to foreign
investments from the competent authority in Russia.
As expected, the transaction should close shortly after all of
the Regulatory Clearances have been secured which should occur
before the end of 2018.
Further announcements will be made if and when a Regulatory
Clearance has been obtained or the Offer Condition with respect to
Regulatory Clearances is satisfied, waived or has become incapable
of being satisfied, or as otherwise required by applicable law. As
announced on 10 August 2018, the Acceptance Period has been further
extended by Thales in accordance with an exemption granted by the
Dutch financial markets authority (AFM) and will end two weeks
after the fulfilment of the Offer Condition with respect to
Regulatory Clearances or the waiver thereof (but no later than the
Long Stop Date).
****
This is a joint press release by Thales and Gemalto pursuant to
Section 4, paragraph 3 of the Dutch decree on public takeover bids
(Besluit openbare biedingen Wft) and section 17 paragraph 1 of the
European Market Abuse Regulation (596/2014) in connection with the
recommended all-cash offer by Thales for all the issued and
outstanding shares in the capital of Gemalto, including all
American depositary shares. This announcement does not constitute
an offer, or any solicitation of any offer, to buy or subscribe for
any securities in Gemalto. Any offer is only made by means of the
Offer Document dated 27 March 2018, which is available on the
website of Thales at www.thalesgroup.com/en/investors and on the
website of Gemalto at www.gemalto.com/investors.
About Thales
The people we all rely on to make the world go round – they rely
on Thales. Our customers come to us with big ambitions: to make
life better, to keep us safer.
Combining a unique diversity of expertise, talents and cultures,
our architects design and deliver extraordinary high technology
solutions. Solutions that make tomorrow possible, today. From the
bottom of the oceans to the depth of space and cyberspace, we help
our customers think smarter and act faster - mastering ever greater
complexity and every decisive moment along the way.
With 65,000 employees in 56 countries, Thales reported sales of
€15.8 billion in 2017.
www.thalesgroup.com
About Gemalto
Gemalto is the global leader in digital security, with 2017
annual revenues of €3 billion and customers in over 180 countries.
We bring trust to an increasingly connected world.
From secure software to biometrics and encryption, our
technologies and services enable businesses and governments to
authenticate identities and protect data so they stay safe and
enable services in personal devices, connected objects, the cloud
and in between.
Gemalto’s solutions are at the heart of modern life, from
payment to enterprise security and the internet of things. We
authenticate people, transactions and objects, encrypt data and
create value for software – enabling our clients to deliver secure
digital services for billions of individuals and things.
Our 15,000 employees operate out of 112 offices, 43
personalization and data centers, and 30 research and software
development centers located in 48 countries.
www.gemalto.com
Notice to U.S. holders of Gemalto SharesThe Offer is made
for the securities of Gemalto, a public limited liability company
incorporated under Dutch Law, and is subject to Dutch disclosure
and procedural requirements, which are different from those of the
United States of America. The Offer is made in the United States of
America in compliance with Section 14(e) of the U.S. Securities
Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and the
applicable rules and regulations promulgated thereunder, including
Regulation 14E (subject to any exemptions or relief therefrom, if
applicable) and otherwise in accordance with the requirements of
Dutch law. Accordingly, the Offer is subject to disclosure and
other procedural requirements, including with respect to the Offer
timetable, settlement procedures, withdrawal, waiver of conditions
and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a U.S. holder of
Gemalto Shares may be a taxable transaction for U.S. federal income
tax purposes and under applicable state and local, as well as
foreign and other tax laws. Each holder of Gemalto shares is urged
to consult his independent professional advisor immediately
regarding the tax consequences of accepting the Offer.
To the extent permissible under applicable laws and regulations,
including Rule 14e-5 under the U.S. Exchange Act, and in accordance
with normal Dutch practice, Thales and its affiliates or its broker
and its broker’s affiliates (acting as agents or on behalf of
Thales or its affiliates, as applicable) may from time to time
after the date of the joint press release by Thales and Gemalto
dated 17 December 2017, and other than pursuant to the Offer,
directly or indirectly purchase, or arrange to purchase Shares or
any securities that are convertible into, exchangeable for or
exercisable for such Shares. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. In no event will any such purchases be made for
a price per Share that is greater than the Offer Price. To the
extent information about such purchases or arrangements to purchase
is made public in The Netherlands, such information will be
disclosed by means of a press release or other means reasonably
calculated to inform U.S. shareholders of Gemalto of such
information. No purchases will be made outside of the Offer in the
United States of America by or on behalf of the Thales or its
affiliates. In addition, the financial advisors to Thales may also
engage in ordinary course trading activities in securities of
Gemalto, which may include purchases or arrangements to purchase
such securities. To the extent required in The Netherlands, any
information about such purchases will be announced by press release
in accordance with Section 5 paragraph 4 or Section 13 of the Dutch
decree on public takeover bids (Besluit openbare biedingen Wft) and
posted on the website of Thales at www.thalesgroup.com.
RestrictionsThe distribution of this press release may,
in some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, Thales and Gemalto disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither Thales, nor Gemalto, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any Gemalto shareholder who is in any doubt as
to his position should consult an appropriate professional advisor
without delay.
Forward Looking StatementsThis press release may include
'"forward-looking statements" and language indicating trends, such
as the words "anticipate", "expect", “approximate”, “believe”,
“could”, “should”, “will”, “intend”, “may”, “potential” and other
similar expressions. These forward-looking statements are only
based upon currently available information and speak only as of the
date of this press release. Such forward-looking statements are
based upon management’s current expectations and are subject to a
significant business, economic and competitive risks, uncertainties
and contingencies, many of which are unknown and many of which
Thales and Gemalto are unable to predict or control. Such factors
may cause Thales and/or Gemalto’s actual results, performance or
plans with respect to the transaction between Thales and Gemalto to
differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. Neither
Thales nor Gemalto, nor any of their advisors accepts any
responsibility for any financial information contained in this
press release relating to the business or operations or results or
financial condition of the other or their respective groups. We
expressly disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained
herein to reflect any change in the expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20180831005337/en/
Thales, Media RelationsCédric Leurquin+33 (0)1 57 77 90
93cedric.leurquin@thalesgroup.comorThales,
Analysts/InvestorsBertrand Delcaire+33 1 57 77 89
02ir@thalesgroup.comorGemalto, Media RelationsIsabelle
Marand+33 (0)6 1489 1817isabelle.marand@gemalto.comorGemalto,
Investor RelationsJean-Claude DeturcheM.: +33 6 2399
2141jean-claude.deturche@gemalto.comorGemalto, Media Relations
AgencyFrans van der GrintT: +31
629044053Frans.vanderGrint@hkstrategies.comorArien
StuijtT: +31 621531233arien.stuijt@hkstrategies.com