Business Wire

Update on the Offer by Thales for Gemalto

Share

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.

The contemplated combination is progressing satisfactorily: 6 of the required 14 regulatory clearances have already been obtained, and the steps to obtain the remaining eight1 are well advanced.

Thales and Gemalto are discussing with certain antitrust authorities on remedy proposals to address their concerns with respect to the General Purpose Hardware Security Modules (GP HSM) market.

As a consequence, Thales and Gemalto now expect to close the offer in the first quarter of 2019.

Thales and Gemalto continue to hold constructive discussions with the various regulatory authorities involved.

****

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 .

_______________
1 Thales and Gemalto are seeking to secure antitrust approvals in Australia, the European Union, Mexico, New-Zealand, Russia, South Africa and the United States. Thales and Gemalto are also seeking to secure regulatory approval relating to foreign investments from the competent authority in Russia.

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.

Contact information

Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
or
Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
or
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.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

About Business Wire

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

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Preeminent Tax Practitioner Yash Rupal to Join Simpson Thacher in London21.2.2020 13:00:00 EETPress release

Simpson Thacher & Bartlett LLP announced today that Yash Rupal will join the Firm as a Partner in its London office where he will be a part of its global Tax Practice. He currently heads the London Tax Group at Linklaters. Yash represents a broad range of U.K. and international corporate clients, financial institutions, investment funds, hedge funds, asset managers and their respective executives on complicated, often cross-border, mergers and acquisitions, investment fund planning and tax planning matters. He also advises extensively on tax disputes, tax litigation and HMRC enquiries. “We are delighted to welcome Yash to Simpson Thacher,” said Bill Dougherty, Chairman of the Firm’s Executive Committee. “With more than 30 years of experience advising many of the world’s leading asset managers and financial institutions, Yash is widely regarded as one of the most preeminent tax practitioners in London. He will expand our tax capabilities for clients with interests in the U.K., continent

Tej Kohli Foundation Seeks to Incubate New Projects That Can Eliminate Corneal Blindness By 203521.2.2020 11:00:00 EETPress release

The Tej Kohli Foundation is to establish a new incubator to provide seed and acceleration funding to projects with the potential to help eliminate corneal blindness worldwide. Funding, practical resources and intellectual capital will be available to both commercial and non-commercial projects that have a clear path to the prevention, treatment and cure of corneal blindness; with funding decisions based on the magnitude of the total impact that a project will likely have in poor and underserved communities worldwide by 2035, as well as the likelihood that a project will succeed. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200221005010/en/ Mrs. Gurujalli Tejavathi outside her home in the Bhadradri District in India. Mrs. Tejavathi receives free eye care for a previously transplanted cornea from the Tej Kohli Foundation. (Photo: Business Wire) The Tej Kohli Foundation continues to build its position as a multi-disciplinary

Advanced Bionics Announces Voluntary Field Corrective Action of The HiRes Ultra / Ultra 3D Cochlear Implant21.2.2020 05:23:00 EETPress release

Advanced Bionics (AB), a global leader in developing advanced cochlear implant systems, announced today that it has begun notifying regulatory authorities that it will voluntarily initiate a field corrective action related to the initial version of HiRes Ultra and Ultra 3D cochlear implant devices due to a decrease in performance experienced by a small percentage of recipients. AB’s priority is to ensure that all cochlear implant recipients and health care providers have the information they need to understand this situation and that they receive the necessary support. Existing recipients of HiRes Ultra and Ultra 3D may continue to use their device as normal. If recipients experience issues of hearing degradation they should visit their audiologist or other health care provider. In addition, we will begin the notification process for device recipients worldwide, where allowed, to make them aware of the potential issue. This voluntary action is being taken in an abundance of caution in

O-RAN Alliance Continues to Grow as Global Operators and Suppliers Reach Across Borders to Collaborate on Open Innovation in Radio Access Networks20.2.2020 21:45:00 EETPress release

The O-RAN Alliance continues to gain momentum in enabling the Radio Access Network (RAN) industry to deliver intelligent, fully interoperable, virtualized and open RAN. This global collaboration represents a unique willingness to reach across borders and create new platforms that will drive innovation for everyone. Two years ago, 5 mobile carriers spanning the continents of Asia, Europe, and North America joined forces to launch the O-RAN Alliance as “a world-wide, carrier-led effort to drive new levels of openness in the radio access network of next generation wireless systems.” A year later, nearly 80 participating companies released O-RAN’s first specification and technology demos. Nine new operators have joined the O-RAN Alliance in 2019 and 2020, including Bell Canada, BT, Chunghwa Telecom, DISH Network, KDDI, SoftBank Corp., Sprint and Vodafone. Now with over 160 companies (including 24 mobile operators across 4 continents), O-RAN is governed by a global board spanning 4 continen

BreezoMeter Wins Prestigious EU Horizon 2020 Grant to Advance Air Quality Research20.2.2020 20:35:00 EETPress release

BreezoMeter, leading provider of air quality data, has won sought after funding & endorsement from the EU’s Horizon 2020 Research & Innovation programme. The research will focus on understanding air quality health impact & improving forecast methods. Horizon 2020 is the biggest EU Research & Innovation programme, with nearly €80 billion of funding over 7 years. It’s the financial instrument of the ‘Innovation Union’, designed to secure Europe’s future global competitiveness. The grant is awarded to those demonstrating world-class science and industrial leadership. The prestigious grant was awarded for AQ-Watch (Air Quality: Worldwide Analysis & Forecasting of Atmospheric Composition for Health). The project received funding from the European Union’s Horizon 2020 research and innovation programme under EC grant agreement No 870301. The project is led by the Max Planck Institute for Meteorology, Hamburg, Germany - and coordinated by Prof. Dr. Guy Brasseur and Dr. Gabriela Adler, BreezoMe

EUV Photoresist Pioneer Inpria Raises $31 Million in Series C Funding Led by JSR Corporation20.2.2020 15:00:00 EETPress release

Inpria, a pioneer in high-resolution metal oxide photoresists for extreme ultraviolet lithography (EUV), today announced that it has secured $31 million in Series C funding from a broad syndicate representing leaders from across the semiconductor manufacturing ecosystem. This financing was led by photoresist manufacturer and existing investor, JSR Corporation. New investors included SK hynix Inc. and TSMC Partners. The round also included participation from existing investors Air Liquide Venture Capital ALIAD, Applied Ventures, Intel Capital and Samsung Venture Investment Corporation. “Inpria is the world leader in metal oxide photoresists for advanced EUV lithography process,” said Mark Slezak, President of JSR Micro and new Inpria Board Director. “We are excited to expand our partnership with Inpria as we collaborate with them on quality and overall market acceptance.” Comprised of tin-oxide nanoclusters, Inpria photoresists deliver higher resolution with building blocks a fraction t

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom