- Following the Post-Closing Acceptance
Period, which ended yesterday, approximately 97.02% of Gemalto
shares have now been tendered to the Thales offer
- Settlement of Shares tendered during
the Post-Closing Acceptance Period will take place on 18 April
2019
- Thales will initiate the statutory
buy-out proceedings as soon as possible in order to obtain 100% of
the Shares
- Thales and Gemalto will ask Euronext to
delist the Gemalto Shares shortly after Gemalto’s 2019 annual
general meeting, to be held on 28 May 2019
Regulatory News:
Reference is made to the joint press release by Thales (Euronext
Paris: HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 29
March 2019 on the results of the recommended all-cash offer by
Thales for all the issued and outstanding shares of Gemalto (the
Offer) in which the Offer was declared unconditional and the
Post-Closing Acceptance Period was announced. Terms not defined in
this press release will have the meaning as set forth in the Offer
Document.
Shares tendered
During the Post-Closing Acceptance Period, that expired at 17:40
(CET) yesterday, 10,742,274 Shares (including Shares represented by
American depositary shares) have been tendered to the Offer,
representing approximately 11.51% of the aggregate issued and
outstanding share capital of Gemalto, and an aggregate value of
approximately EUR 548 million (for an Offer Price of EUR 51.00 (cum
dividend) in cash per Share).
Together with the 79,827,790 Shares already held by Thales
following settlement of the Shares tendered during the Acceptance
Period, Thales will, upon settlement of the Post-Closing Acceptance
Period, hold 90,570,064 Shares, representing approximately 97.02%
of the aggregate issued and outstanding share capital of
Gemalto.
Settlement
Payment of the Offer Price (and the ADS Offer Price) for Shares
(and ADS) tendered during the Post-Closing Acceptance Period will
occur on 18 April 2019.
Buy-Out
Since Thales will own more than 95% of Gemalto shares, it will
commence as soon as possible (i) a compulsory acquisition procedure
(uitkoopprocedure) in accordance with article 2:92a or 2:201a of
the DCC to buy out the Shareholders who have not tendered their
Shares, and/or (ii) a takeover buy-out procedure in accordance with
article 2:359c of the DCC to acquire the remaining Shares not held
by Thales or Gemalto.
Delisting
Thales and Gemalto intend to procure the delisting of Gemalto
Shares from Euronext Amsterdam and Euronext Paris and terminate the
listing agreement between Gemalto and Euronext. Gemalto also
intends to terminate the Deposit Agreement effective as per the
delisting of Gemalto Shares. These actions, which will be launched
shortly after the annual general meeting of Gemalto, to be held on
28 May 2019, may adversely affect the liquidity and market value of
any listed Shares not tendered. Reference is made to Section 6.13
(Liquidity and Delisting) and Section 6.14 (Termination of the ADS
Deposit Agreement) of the Offer Document.
Announcements
Any further announcements in relation to the Offer will be
issued by press release. Any joint press release issued by Thales
and Gemalto will be made available on the websites of Thales
(www.thalesgroup.com) and Gemalto (www.gemalto.com). Subject to any
applicable requirements of the applicable rules and without
limiting the manner in which Thales may choose to make any public
announcement, Thales will have no obligation to make any public
announcement other than as described above.
Further information
This announcement contains selected and condensed information
regarding the Offer and does not replace the Offer Document and/or
the Position Statement. The information in this announcement is not
complete and additional information is contained in the Offer
Document and the Position Statement.
Digital copies of the Offer Document and its French summary are
available on the websites of Thales (www.thalesgroup.com) and
Gemalto (www.gemalto.com). Such websites do not constitute a part
of, and are not included or referred to in, the Offer Document.
Copies of the Offer Document are also available free of charge from
the 4 Agents listed below.
The Settlement Agent for Ordinary Shares:
ING BANK N.V.Address: Bijlmerplein
888, 1102 MG Amsterdam, The NetherlandsTelephone: +31 20 56 36
619E-mail: iss.pas@ing.nl
The ADS Tender Agent:
AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLCAddress: 6201 15th Avenue, Brooklyn, New York,
11219, United StatesTelephone: +1 (877) 248 6417E-mail:
dapisa@astfinancial.com
The Information Agent for Ordinary Shares:
IPREOAddress: 10, rue du Colisée,
75008 Paris, FranceTelephone: +33 (0)1 79 73 12 12E-mail:
Thales-Gemalto@ipreo.com
The U.S. Information Agent for ADSs:
D.F. KING & CO., INCAddress: 48
Wall Street, 22nd Floor, New York, New York, 10005, United
StatesTelephone: +1 (877) 536 1556Email: GTO@dfking.com
****
This is a joint press release by Thales and Gemalto pursuant to
Section 17, paragraph 4 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
(ADS). 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.
Note to editors
Gemalto’s solutions are at the heart of modern life, from
payment to enterprise security and the internet of things.
Gemalto’s technologies and services authenticate people,
transactions and objects, encrypt data and create value for
software – enabling businesses and governments to deliver secure
digital services for billions of individuals and things.
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 80,000 employees in 68
countries, Thales reported sales of €19 billion in 2018.
PLEASE VISIT
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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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190415005889/en/
Thales, Media RelationsCédric Leurquin+33 (0)1 57 77 90
93cedric.leurquin@thalesgroup.com
Thales, Analysts/InvestorsBertrand Delcaire+33 1 57 77 89
02ir@thalesgroup.com