Business Wire

Thales and Gemalto Are Granted Regulatory Clearance by the Commerce Commission in New Zealand

Jaa

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 announce today that they have received merger control Regulatory Clearance from the Commerce Commission in New Zealand, following Thales’s commitment to divest its general purpose hardware security modules (GP HSM) business globally1 to a suitable purchaser. This clearance is effective immediately.

Together with the antitrust clearances obtained in China, Israel, South Africa, Turkey, and for the European Union, and clearances relating to foreign investments in Australia, Canada and the USA (CFIUS), Thales and Gemalto have now obtained 9 of the required 14 Regulatory Clearances.

Thales and Gemalto continue to work constructively with the competent antitrust authorities to obtain the remaining merger control Regulatory Clearances in Australia, Mexico, Russia and the United States. In addition, Thales and Gemalto are seeking Regulatory Clearance relating to foreign investments from the competent authority in Russia.

The transaction should close shortly after all of the Regulatory Clearances have been secured, which is expected to occur in the first quarter of 2019, as announced in the joint press release dated 11 October 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 Shares
The 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.

Restrictions
The 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 Statements
This 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.

1 In 2017, Thales’s GP HSM business generated around 90 million euros in sales.

Contact information

Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com

Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com

Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com

Gemalto, Investor Relations
Jean-Claude Deturche
+33 (0)1 55 01 62 19
investorrelations@gemalto.com

Gemalto, Media Relations Agency
Arien Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com

Tietoja julkaisijasta

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Tilaa tiedotteet sähköpostiisi

Haluatko tietää asioista ensimmäisten joukossa? Kun tilaat mediatiedotteemme, saat ne sähköpostiisi välittömästi julkaisuhetkellä. Tilauksen voit halutessasi perua milloin tahansa.

Lue lisää julkaisijalta Business Wire

Anywhere365 Introduces Web Agent for Microsoft Dynamics 36517.1.2019 10:00Tiedote

Workstreampeople, a global leader in contact center solutions for Skype for Business and Microsoft Teams, today announced the introduction of the Anywhere365 Web Agent for Microsoft Dynamics 365. Based on the Dynamics 365 Channel Integration Framework (CIF) the Web Agent is nested in the Dynamics 365 interface and provides users with Anywhere365’s omni-channel contact center functionality without having to move between applications. The Dynamics 365 client is automatically resized to accommodate the Web Agent ensuring none of the user interface is masked. Agents can receive, send, and automatically log calls, chats, emails and video all from within Dynamics 365, improving the efficiency and accuracy of customer interactions. From the Anywhere365 Web Agent, Dynamics 365 users can control media interactions and monitor real-time queue information. Integration with Microsoft Azure services provides automatic language detection and real-time translation of chat and voice interactions betwe

Ipsen Presents the Results of the First in-Human Study of a Recombinant Fast-Acting Neurotoxin (rBoNT-E) at TOXINS 201917.1.2019 09:30Tiedote

Regulatory News: Results of the first in-human study of a recombinant neurotoxin are being presented at the TOXINS International Conference in Copenhagen. Ipsen’s recombinant BoNT serotype E (rBoNT-E) was investigated in a phase I study that demonstrated its safety and tolerability profile in healthy volunteers1. The study also reported that it has a faster onset of action and a shorter duration of effect, as well as a quick time to peak activity, in comparison with established BoNT-A products. Further studies will be initiated to establish potential aesthetic and therapeutic uses of this investigational therapy. “The application of recombinant techniques to create novel botulinum toxin-based medicines with different onsets and durations of action, will potentially offer clinicians the flexibility to choose the most appropriate neurotoxin for each patient, which is not an option today,” said Philippe Picaut, Pharm. D., PhD, Senior Vice President Research & Development for the Neuroscie

NTT Communications to Expand Ecosystem for Interconnection of Major Data Centers in Japan17.1.2019 06:04Tiedote

NTT Communications Corporation (NTT Com), the ICT solutions and international communications business within the NTT Group (TOKYO:9432), announced today that it will expand the interconnection of its Nexcenter™ data centers in Tokyo and Osaka, Japan to enable client companies to connect with cloud and content services more flexibly than ever before. On a sequential basis from this month, NTT Com will begin directly connecting its ecosystem with three major internet exchanges (IXs) in Japan to enable clients to access services offered by these IXs and various NTT Com partner companies. Thereafter, NTT Com will continue to expand this ecosystem centered on NTT Com’s Nexcenter™ data centers. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190116005908/en/ Expanding Interconnection (Graphic: Business Wire) As a DX Enabler™, NTT Com uses ICT to achieve digital transformation (DX) "Transform and create business" together with clien

Piraeus Bank Presents the Principles for Responsible Banking with the Governor of the Bank of Greece16.1.2019 21:21Tiedote

The Principles for Responsible Banking were presented today for the first time in Greece at an event organized by Piraeus Bank with Mr. Yannis Stournaras, the Governor of the Bank of Greece, as the keynote speaker. The event was organised as part of Piraeus Bank’s commitment to the United Nations Environment Programme Finance Initiative (UNEP FI). Piraeus is the only Greek bank to be a member of the global initiative, which includes twenty-eight banks from around the world, representing over USD 17 trillion in combined assets. Mr. Yannis Stournaras, the Governor of Bank of Greece, highlighted in his speech that the Bank of Greece fully supports the Principles for Responsible Banking and urges all of the banks to endorse the Principles and set ambitious targets. The Bank of Greece was one of the first central banks to become involved with the climate change issue, establishing the Climate Change Impacts Study Committee in 2009 and investing in one of the most significant Sustainable Dev

Arrowgrass Has Agreed to an Extension of Its Irrevocable Undertaking Regarding Its Holdings in Basware Corporation16.1.2019 20:30Tiedote

The investment funds of Arrowgrass Capital Partners LLP (“Arrowgrass”) hold, directly and indirectly, over 24 per cent of all shares and votes in Basware Corporation (“Basware”), a Finnish listed company providing networked source-to-pay solutions and e-invoicing services. Arrowgrass refers to the announcements made by Basware on 16 November 2018, 20 November 2018 and 7 December 2018 with regard to a possible tender offer by Tradeshift Holdings Inc. (“Tradeshift”) for Basware. Arrowgrass announces that it has agreed, under certain conditions, to extend an irrevocable undertaking with Tradeshift to accept a tender offer by Tradeshift for Basware, should Tradeshift publicly announce its tender offer in accordance with applicable laws and regulations no later than 28 February, 2019. Arrowgrass recognizes that Basware has emphasized in its announcements that the launch of the tender offer remains uncertain. About Arrowgrass Arrowgrass Capital Partners LLP is a London headquartered alternat

PCI Security Standards Council Publishes New Software Security Standards16.1.2019 18:25Tiedote

Today, the PCI Security Standards Council (PCI SSC) published new requirements for the secure design and development of modern payment software. The PCI Secure Software Standard and the PCI Secure Lifecycle (Secure SLC) Standard are part of a new PCI Software Security Framework, which includes a validation program for software vendors and their software products and a qualification program for assessors. The programs will be launched later in 2019. “Innovation in payments is moving at an incredible pace. Each advancement provides the industry the opportunity to develop applications more quickly and efficiently than before and to design software for new platforms for payment acceptance,” said PCI SSC Chief Technology Officer Troy Leach. “The new PCI Secure Software Standard and PCI Secure SLC Standard support this evolution in payment software practices by providing a dynamic way for developers to demonstrate their software protects payment data for the next generation of applications.”

Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.

Tutustu uutishuoneeseemme