Thales extends the acceptance period of the offer for Gemalto until 15 August 2018 and confirms it expects to complete the acquisition in the course of the second half of 2018
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”) and the publication of the Offer Document. Terms not defined in the press release will have the meaning as set forth in the Offer Document.
In accordance with Dutch offer rules, and as set out in the Offer Document, Thales has decided to extend the Acceptance Period of the Offer by ten weeks until August 15th, 17:40 hours CET (11:40 hours New York time).
The Acceptance Period has effectively been extended because the Offer Conditions for completion of the Offer, in particular with respect to Regulatory Clearances, will not be fulfilled before the expiry of the initial Acceptance Period at 17:40 hours CET (11:40 am New York time) on 6 June 2018.
As a reminder, Thales and Gemalto are seeking Regulatory Clearances from the competent antitrust authorities in Australia, in China, for the European Union, in Israel, in Mexico, in New Zealand, in Russia, in South Africa, in Turkey and in the United States. In addition to CFIUS approval in the United States, Thales and Gemalto are seeking Regulatory Clearances relating to foreign investments from the competent authorities in Australia, Canada and Russia.
As announced on 17 December 2017, it is expected that the transaction will be completed shortly after receipt by Thales of all Regulatory Clearances, in the course of the second half of the year 2018.
In accordance with the Offer Document, Thales will request an exemption from the Dutch authority for the financial markets (AFM) to further extend the Acceptance Period beyond 15 August 2018. Subject to receipt of such exemption, the Acceptance Period will be extended until such time as Thales, in consultation with Gemalto, will reasonably believe is necessary to allow the Offer Condition relating to the Regulatory Clearances to be satisfied.
During the extended Acceptance Period, Shares tendered may be withdrawn in accordance with the provisions of Article 15, paragraph 3 of the Decree and the procedures described in the Offer Document. Any Shares tendered during the initial Acceptance Period and which are not withdrawn will remain subject to the Offer.
This is a joint press release by Thales and Gemalto pursuant to Section 15, paragraph 2 of the Dutch decree on public takeover bids (Besluit openbare biedingen Wft) 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, which is available as of 27 March 2018.
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
Personalis, Inc. to Present at Advances in Immuno-Oncology Congress UK 201920.5.2019 10:05:00 EEST | Tiedote
Personalis, Inc., a leader in advanced genomics for cancer, today announced that the company will present at Advances in Immuno-Oncology Congress UK 2019 in London on May 21st at 11:00 AM BST. The presentation, entitled “Advancing Precision Oncology Biomarker Discovery with a Multi-dimensional Immunogenomics Platform,” will introduce Personalis’ new universal cancer immunogenomics platform, ImmunoID NeXT™. In addition to an overview, the presentation will introduce preliminary data from an ongoing study in which this platform is being used to evaluate IO-related biomarkers and potential tumor escape mechanisms in a cohort of melanoma patients treated with anti-PD-1 therapy. ImmunoID NeXT™ is the first platform to provide comprehensive analysis of both a tumor and its immune microenvironment from a single sample. The platform can be used to investigate the key tumor- and immune-related areas of cancer biology, consolidating multiple oncology biomarker assays into one. This maximizes the
New Study Evaluates Ability of Masimo SpHb® (Noninvasive Hemoglobin) to Estimate Timing for Invasive Measurement to Detect Anemia During Surgery20.5.2019 10:00:00 EEST | Tiedote
Masimo (NASDAQ: MASI) announced today the results of a study published in BMC Anesthesiology in which clinicians at Peking Union Medical College in Beijing evaluated the ability of noninvasive and continuous hemoglobin monitoring with Masimo SpHb® to help clincians estimate when to conduct invasive hemoglobin measurement to detect possible anemia in patients undergoing spine or cytoreductive surgery.1 This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190520005244/en/ Masimo Radical-7® with SpHb® (Photo: Business Wire) Noting that because of the “invasive, time-consuming and intermittent” nature of invasive blood sampling, clincians often forgo these “objective indications” when making transfusion decisions during surgery, Dr. Tang and colleagues sought to determine whether noninvasive, continuous hemoglobin monitoring could aid clinicians in estimating when it might be appropriate to perform an invasive measurement. They enroll
Cleo to Showcase End-to-End Approach to Ecosystem Integration at Gartner AADI in London20.5.2019 10:00:00 EEST | Tiedote
Gartner’s Application Architecture, Development & Integration (AADI) Summit returns to London to provide strategies for solving the pervasive challenges of orchestrating workflows between external B2B and application ecosystems with internal business systems. Cleo, the global leader in ecosystem integration solutions, will be exhibiting in Booth S3 to demonstrate how successful organisations leverage its “outside-in” approach to create seamless end-to-end workflows and help optimize business processes. The Gartner AADI 2019 event, taking place 20-21 May at Park Plaza Westminster, is designed to empower IT and business professionals in transforming their application architecture, agile development, and integration strategies. The event’s focus on application strategies and data processes in the era of the cloud highlights the need for better ways to execute application integration, an inescapable challenge in today’s business landscape. According to the 2019 State of Ecosystem and Integ
Commerzbank Partners with GTC to Further Digitize and Automate its Trade Finance Business20.5.2019 07:00:00 EEST | Tiedote
Commerzbank has entered into a strategic partnership with GlobalTrade Corporation (GTC), a leading Canadian application services provider of innovative multi-bank trade finance solutions. The bank plans to utilise GTC’s @GlobalTrade™ platform to strengthen its digital trade finance product range. As one of Europe’s leading trade finance banks, Commerzbank holds the digitalisation and automation of processes as key priorities. This partnership leverages Commerzbank’s unique network footprint and GTC’s multi-bank technology, coupled with SWIFT connectivity, to meet the trade finance needs of corporate clients across the globe more efficiently and effectively. “We are very pleased to have found a strategic and reliable business partner in the trade finance business in GTC. Together we will provide digital, multi-bank trade finance solutions to our clients as well as an expanded range of trade products,” said Klaus Josef Müller, Head of Trade Finance and Cash Management Product Management
New Exploratory Data from VARSITY, First Head-to-Head Ulcerative Colitis Biologic Study Which Demonstrated Superiority of Vedolizumab to Adalimumab in Clinical Remission at Week 52, Presented at 2019 Digestive Disease Week®20.5.2019 03:16:00 EEST | Tiedote
Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK) (“Takeda”) today announced further results from the Phase 3b head-to-head VARSITY study, which demonstrated that the gut-selective biologic vedolizumab (Entyvio®) was superior to the anti-tumor necrosis factor-alpha (anti-TNFα) biologic adalimumab (Humira®) in achieving clinical remission* at week 52 in patients with moderately to severely active ulcerative colitis (UC).1 New exploratory data showed that a greater proportion of patients receiving vedolizumab intravenous (IV) achieved clinical response** at week 14 compared to those treated with adalimumab subcutaneous (SC), 67.1% vs. 45.9% respectively. A separation between the treatment groups was seen as early as week 6, favoring vedolizumab. These results were announced in a Distinguished Abstract Plenary Lecture Presentation at the 2019 Digestive Disease Week® (DDW) annual scientific meeting (May 18-21 in San Diego, CA), one of 18 Takeda sponsored vedolizumab abstracts accep
Age, Gender, Disease Severity Impact Adherence to Long-Term PAP Therapy More Than Previously Thought19.5.2019 22:15:00 EEST | Tiedote
ResMed (NYSE: RMD, ASX: RMD) today revealed several demographic and clinical factors affect adherence to PAP (positive airway pressure) therapy, according to a study it presented at the American Thoracic Society's ATS 2019 International Conference. The study found significant differences in one-year adherence between people of different ages and disease severity levels: Men with sleep apnea are 8.5 percentage points more likely to stay adherent on PAP therapy than women. People over age 60 were 7.3 percentage points more adherent than the entire study cohort (77.7% vs. 70.4%). People with self-reported severe sleep apnea were 78% adherent at the one-year mark, compared to 70.5% of those with self-reported moderate sleep apnea, and 65.2% of those with mild sleep apnea. “Sleep specialists, pulmonologists, and primary care physicians should heed these results and ensure that their younger, female, and more mildly diagnosed patients have the proper supports to stay on therapy,” said Adam B
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