PARIS LA DÉFENSE-Wednesday 12 December 2018 [ AETOS Wire ]
www.thalesgroup.com
www.gemalto.com
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
Gemalto, Investor Relations
Jean-Claude Deturche
+33 (0)1 55 01 62 19
investorrelations@gemalto.com
Gemalto, Media Relations Agency
Arien Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com
(BUSINESS WIRE) -- 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 announce today that they have been granted merger control
Regulatory Clearance by the European Commission, following Thales’s
commitment to divest its general purpose hardware security modules (GP
HSM) business globally1 to a suitable purchaser. This clearance is effective immediately.
Together
with the merger control clearances obtained in China, Israel, South
Africa and Turkey, and clearances relating to foreign investments in
Australia, Canada and the USA (CFIUS), Thales and Gemalto have now
obtained 8 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, Mexico, New Zealand, 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 .
1 In 2017, Thales’s GP HSM business generated around 90 million euros in sales.
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.
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.
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.
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
Contacts
Thales, Media RelationsCédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
Gemalto, Investor Relations
Jean-Claude Deturche
+33 (0)1 55 01 62 19
investorrelations@gemalto.com
Gemalto, Media Relations Agency
Arien Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com