Thales and Gemalto Are Granted Regulatory Clearance from the Competition Commission in South Africa
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 Regulatory Clearance from the Competition Commission in South Africa.
Together with the antitrust clearances obtained in China, Israel and Turkey, and clearances relating to foreign investments in Australia, Canada and the USA (CFIUS), Thales and Gemalto have now obtained 7 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 and in 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.
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Contact information
Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77
90 93
cedric.leurquin@thalesgroup.com
or
Thales,
Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
or
Gemalto,
Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
or
Gemalto,
Investor Relations
Jean-Claude Deturche
M.: +33 6 2399 2141
jean-claude.deturche@gemalto.com
or
Gemalto,
Media Relations Agency
Frans van der Grint
T: +31 629044053
Frans.vanderGrint@hkstrategies.com
or
Arien
Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com
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