Thales and Gemalto are granted Regulatory Clearance by the Committee on Foreign Investment in the United States (CFIUS)
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 Regulatory Clearance from the Committee on Foreign Investment in the United States (CFIUS).
Together with the antitrust clearances obtained in China, Israel and Turkey, and clearances relating to foreign investments in Australia and Canada, Thales and Gemalto have obtained 6 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 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 .
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.
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.
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.
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.
GROUP COMMUNICATIONS – Thales - Tour Carpe Diem - 31 Place des Corolles - 92098 Paris La Défense Cedex - France – Tel.: +33(0)1 57 77 86 26 - www.thalesgroup.com
Thales, Media Relations
Cédric Leurquin, +33 (0)1 57 77 90 93
Bertrand Delcaire, +33 1 57 77 89 02
Gemalto, Media Relations
Isabelle Marand, +33 (0)6 1489 1817
Gemalto, Investor Relations
Jean-Claude Deturche, M.: +33 6 2399 2141
Gemalto, Media Relations Agency
Frans van der Grint, +31 629044053
Arien Stuijt, +31 621531233
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
SailPoint Survey Shows Employees’ Habits Expose Growing Risk Amid the Digital Transformation13.11.2018 09:01 | Tiedote
The results of the 10th Annual Market Pulse Survey from SailPoint Technologies Holdings, Inc. (NYSE: SAIL), the leader in enterprise identity governance, expose an alarming trend: despite an increased focus on cybersecurity awareness in the workplace, employees’ poor cybersecurity habits are getting worse, compounded by the speed and complexity of the digital transformation. Of the 1,600 global employees surveyed, 75% of respondents admitted to reusing passwords across accounts, including work and personal, compared to 56% who admitted to doing so in 2014, when SailPoint first posed the question. For more key findings, view the infographic, Balancing Efficiency and Security in Today’s Enterprises . Organizations are at varying stages of the digital transformation, and that evolution has presented an increasingly complex IT environment to manage securely. Yet this years’ Market Pulse Survey findings points to a workforce who are less committed to security best practices. This has not on
Biometric experts iProov support UK Home Office with technology to assure genuine presence13.11.2018 03:01 | Tiedote
iProov, a leading provider of biometric facial verification technology, today announced that it will play a key role in a multi-year contract with the UK Home Office for the provision of smartphone-based digital identity verification. This new capability will assist the UK Home Office in delivering secure, easy-to-use interactions with individuals in accordance with the digital services agenda. The app to support applications for the EU Exit Settlement Scheme includes this technology. The new digital service, which will be provided in partnership with immigration and border management company WorldReach Software with support from Dutch contactless document specialist ReadID, allows secure enrolment onto Home Office services using a smartphone app. The process involves biometric matching of the user’s selfie against the image read from a user’s passport chip, using iProov’s unique Flashmark technology to provide robust liveness detection. iProov is unique in its ability to ‘assure genui
Project Management Institute Launches New Reports on Navigating the New Normal of Disruptive Technologies During Seventh Annual PMO Symposium®12.11.2018 19:43 | Tiedote
Project Management Institute (PMI) today unveiled three thought leadership reports focused on navigating the new normal of disruptive technologies. The new reports were released during the organization’s seventh annual PMO Symposium® in Washington D.C., where more than 650 of the world’s top project management office (PMO) executives, organizational leaders and senior decision makers have gathered to discuss how disruptive technologies—such as cloud solutions, internet of things (IoT) and artificial intelligence (AI)—have changed the way organizations do business and transformed entire industries. Throughout 2018, PMI and partners, have been exploring disruptive technologies and how organizations are using them to achieve their goals in these changing times. While no one single factor can drive benefits realization, leading organizations understand that proven project management practices lead to greater success and less waste. Produced in partnership with Accenture, PMI’s report — For
Separate Independent Studies Found that PREVENA™ Therapy Reduced Complications Following Breast Cancer Surgery and Breast Reconstruction12.11.2018 17:00 | Tiedote
KCI, an Acelity Company, announced today that recently published data stemming from two studies demonstrate that closed incision negative pressure therapy (ciNPT) with the PREVENA™ Incision Management System reduced postsurgical wound complication potential in patients recovering from oncological breast surgery and breast reconstruction, respectively. One study titled, “The Impact of Closed Incision Negative Pressure Therapy on Postoperative Breast Reconstruction Outcomes,” showed that patients who received ciNPT with the PREVENA™ System had significantly lower rates of overall complications and returns to the operating room compared to those in the standard of care (SOC) for incision management after breast reconstruction post-mastectomy group. In addition, patients in the PREVENA™ Therapy group overall had a shorter mean time to complete removal of all drains than the SOC group, averaging 9.9 days versus 13.1, respectively.1 In a separate study titled, “Closed Incision Negative Press
Itron Invites Innovators to Participate in Smart City Challenge12.11.2018 16:45 | Tiedote
Itron, Inc. (NASDAQ: ITRI) is calling for hardware and software vendors to submit their products and solutions to the inaugural Itron Smart City Challenge. IoT solution providers will compete for the chance to work with leading smart cities, including Glasgow and the City of London, to deploy breakthrough solutions. Applications are due by Jan. 4, 2019. Participants are invited to develop solutions to address challenges defined by the participating cities. Glasgow: Improve travel choices and experience during events in the city while promoting the overall city center offer The City of Glasgow is one of the world’s top sporting cities and a major destination for conferences and concerts. Many thousands of people come to the city on a regular basis to experience its year-round calendar of events. However, this brings significant challenges in getting people safely and conveniently around the city to their location. It also impacts residents and particularly, the public transport system.
US-Based Lineage Logistics Acquires UK Cold Storage, Frozen Food and Logistics Service Provider Yearsley Group12.11.2018 15:00 | Tiedote
Lineage Logistics Holdings, LLC (“Lineage” or the “Company”), the world’s most innovative and trusted provider of temperature-controlled supply chain solutions, today announced it has acquired Yearsley Group Limited (“Yearsley”), a leading temperature-controlled logistics service provider and frozen food distributor in the UK. Financial terms of the transaction were not disclosed. “Yearsley has demonstrated a strong commitment to developing longstanding, bespoke customer relationships that is consistent with how we do business at Lineage. Bringing Yearsley into the Lineage family enables us to better serve customers in the UK market and further reinforces our international logistics capabilities,” said Greg Lehmkuhl, President and Chief Executive Officer of Lineage Logistics. “Our acquisition by Lineage is a tremendous opportunity for Yearsley customers and employees alike,” said Jonathan Baker, Chief Executive of Yearsley Group. “Lineage’s commitment to innovation and service is unmat
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