Business Wire

Update on the Offer by Thales for Gemalto

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.

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

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

Age, Gender, Disease Severity Impact Adherence to Long-Term PAP Therapy More Than Previously Thought19.5.2019 22:15:00 EESTTiedote

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

Workiva Named Best-In-Class Cloud Service Provider at UK Cloud Awards17.5.2019 15:00:00 EESTTiedote

Workiva (NYSE:WK), the leading cloud provider of connected data, reporting and compliance solutions, was named the Best-In-Class Cloud Service Provider by the UK Cloud Awards 2019 at a ceremony here last night. Now in its sixth year, the UK Cloud Awards recognise innovation and excellence in the cloud industry by showcasing leading companies, customers and individuals in the United Kingdom. Workiva was recognised for its Wdesk platform that helps organisations consolidate, connect and tag their data in a single, cloud environment so they are able to reduce risk and save time when filing reports with various regulators and other stakeholders. Workiva, the global leader in XBRL and Inline XBRL, is also streamlining how customers comply with the European Securities and Markets Authority's mandate for Inline XBRL for European Single Electronic Format (ESEF) reporting. More than 5,000 EU issuers will be required to use ESEF taxonomy for their annual financial reports, ending on or after Jan

Novaremed Presents Top-Line Results from Phase 2a Diabetic Neuropathic Pain Study of NRD.E1 at NeuPSIG 201917.5.2019 13:13:00 EESTTiedote

Novaremed AG, a clinical-stage Swiss biopharmaceutical company, today announced a poster presentation highlighting the top-line results from a Phase 2a (Proof of Concept) study of NRD.E1 for the treatment of diabetic neuropathic pain (DNP). The poster presentation took place at the 7th International Congress on Neuropathic Pain Meeting (NeuPSIG) in London, UK on May 9-11, 2019. “This was our first communication at a leading neuropathic pain-focused event. Novaremed’s lead drug, NRD.E1 is a non-opioid small molecule for the treatment of neuropathic pain. The results of our Phase 2a in patients with DNP showed clinically relevant treatment benefit from NRD.E1 across multiple primary and secondary endpoints, providing a strong scientific foundation for advancing the development of NRD.E1 into the upcoming global Phase 2b study in DNP,” said Sara Mangialaio, Head of R&D and Chief Medical Officer of Novaremed AG. “NRD.E1 has the potential to address a major unmet medical need in DNP.” Poste

WIN 2019 Symposium: WINnovation and Global Deployment of Precision Oncology17.5.2019 12:38:00 EESTTiedote

The 11th WIN Symposium in Precision Oncology will be held in Paris, France on June 23-24, 2019. ASCO® endorsed for the past 11 years, the WIN symposium will deliver an exciting line-up of speakers in Paris (France) on June 23-24, 2019 to discuss Innovation and Global Deployment of Precision Oncology. The current status of Precision Oncology across the globe will be examined with the exceptional participation of the chairmen of the event, Richard L. Schilsky, Chairman WIN Consortium(*), Senior Vice-President and Chief Medical Officer of ASCO, and Josep Tabernero, Vice Chairman WIN Consortium, President of ESMO and Director of Vall d’Hebron Institute of Oncology, Spain. Global experience will be shared: Optimizing Patient Enrollment and Efficacy of Precision Oncology Clinical Trials at UT MD Anderson Cancer Center, USA Decision Support for Precision Oncology: Evolving from Monotherapy to Genomically Informed Combinations, UT MD Anderson Cancer Center, USA The Value of Personalized Medici

Corsearch Acquires Principium Trademark Watch and Domain Services Businesses17.5.2019 11:00:00 EESTTiedote

Corsearch, the global brand creation, clearance, and protection leader, is pleased to announce the acquisition of the Principium Strategies trademark watch and domain services businesses, the brand protection subsidiary of Ladas and Parry LLP, a leader in global intellectual property law. The acquisition is effective immediately, solidifying and expanding Corsearch’s full-service trademark solutions offering for clients and brands globally. Principium is Corsearch’s third acquisition since becoming a standalone company in January 2018. The acquisition brings Corsearch’s employee count to more than 350 operating in 28 locations worldwide and adds valuable industry expertise and additional capabilities to Corsearch. “This is another really exciting acquisition for our business and a step forward in the evolution of Corsearch,” said Stephen Stolfi, Chief Commercial Officer of Corsearch. “Principium has provided clients with industry-leading trademark watching services for over 80 years an

CNT Among SAP’s "Best of the Best"17.5.2019 11:00:00 EESTTiedote

Since 2005, SAP is honoring the best of the best SAP projects yearly in Europe, Middle East and Africa. In 2018, 280 customers from 15 markets submitted their regional Gold Award-winning projects. CNT Management Consulting from Vienna won Bronze twice – together with its customers HOERBIGER and TANNPAPIER – a happy day for CNT’s CEO Andreas Doerner. "We are now on the podium for the second time with two projects – thanks to the trust of our customers." The SAP Quality Awards EMEA were presented at an exceptionally festive ceremony in Heidelberg Castle (Baden-Wuerttemberg), and only twelve SAP customers were able to take home the most wanted trophies that were presented by SAP Presidents Brian Duffy (EMEA North) and Hartmut Thomsen (Middle and Eastern Europe). The jury evaluated the projects according to the ten SAP quality principles and the question of whether the respective project could fulfill the expectations of its clients. HOERBIGER - Category Business Transformation Headquarter

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