Sunday, April 21, 2019

97% of Gemalto shares have been tendered to the Thales offer

BWW News Desk
April 16, 2019

RegulatoryNews p p 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 allcash offer by Thales for all the issued and outstanding shares of Gemalto the Offer in which the Offer was declared unconditional and the PostClosing Acceptance Period was announced Terms not defined in this press release will have the meaning as set forth in the Offer Document p p bShares tenderedb p p During the PostClosing Acceptance Period that expired at 1740 CET yesterday 10742274 Shares including Shares represented by American depositary shares have been tendered to the Offer representing approximately 1151 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 5100 icum dividendi in cash per Share p p Together with the 79827790 Shares already held by Thales following settlement of the Shares tendered during the Acceptance Period Thales will upon settlement of the PostClosing Acceptance Period hold 90570064 Shares representing approximately 9702 of the aggregate issued and outstanding share capital of Gemalto p p bSettlementb p p Payment of the Offer Price and the ADS Offer Price for Shares and ADS tendered during the PostClosing Acceptance Period will occur on 18 April 2019 p p bBuyOutb p p Since Thales will own more than 95 of Gemalto shares it will commence as soon as possible i a compulsory acquisition procedure iuitkoopprocedurei in accordance with article 292a or 2201a of the DCC to buy out the Shareholders who have not tendered their Shares andor ii a takeover buyout procedure in accordance with article 2359c of the DCC to acquire the remaining Shares not held by Thales or Gemalto p p bDelistingb p p 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 613 iLiquidity and Delistingi and Section 614 iTermination of the ADS Deposit Agreementi of the Offer Document p p bAnnouncementsb p p 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 a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwthalesgroupcomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwthalesgroupcomampindex1ampmd58381084860a509eb31db159f1f57b6d7 relnofollowwwwthalesgroupcoma and Gemalto a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwgemaltocomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwgemaltocomampindex2ampmd57f047874b3de12b26916ca82a494e7c1 relnofollowwwwgemaltocoma 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 p p bFurther informationb p p This announcement contains selected and condensed information regarding the Offer and does not replace the Offer Document andor the Position Statement The information in this announcement is not complete and additional information is contained in the Offer Document and the Position Statement p p Digital copies of the Offer Document and its French summary are available on the websites of Thales a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwthalesgroupcomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwthalesgroupcomampindex3ampmd5713652cae5fe5696df21ab668dd11c7d relnofollowwwwthalesgroupcoma and Gemalto a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwgemaltocomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwgemaltocomampindex4ampmd58297111b559e63e15f6ccb86052165c8 relnofollowwwwgemaltocoma 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 p p The Settlement Agent for Ordinary Shares p p classbwmarginl1 bING BANK NVbbrAddress Bijlmerplein 888 1102 MG Amsterdam The NetherlandsbrTelephone 31 20 56 36 619brEmail a referrerpolicyunsafeurl targetblank hrefmailtoisspasingnl relnofollowisspasingnla p p The ADS Tender Agent p p classbwmarginl1 bAMERICAN STOCK TRANSFER amp TRUST COMPANY LLCbbrAddress 6201 15th Avenue Brooklyn New York 11219 United StatesbrTelephone 1 877 248 6417brEmail a referrerpolicyunsafeurl targetblank hrefmailtodapisaastfinancialcom relnofollowdapisaastfinancialcoma p p The Information Agent for Ordinary Shares p p classbwmarginl1 bIPREObbrAddress 10 rue du Colise 75008 Paris FrancebrTelephone 33 01 79 73 12 12brEmail a referrerpolicyunsafeurl targetblank hrefmailtoThalesGemaltoipreocom relnofollowThalesGemaltoipreocoma p p The US Information Agent for ADSs p p classbwmarginl1 bDF KING amp CO INCbbrAddress 48 Wall Street 22nd Floor New York New York 10005 United StatesbrTelephone 1 877 536 1556brEmail a referrerpolicyunsafeurl targetblank hrefmailtoGTOdfkingcom relnofollowGTOdfkingcoma p p classbwalignc p p iThis 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 allcash 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 ia referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwthalesgroupcom2Fen2Finvestorsampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwthalesgroupcom2Fen2Finvestorsampindex5ampmd5a728264e6a43ecfa6418d2cdc2905e62 relnofollowiwwwthalesgroupcomeninvestorsiai and on the website of Gemalto at ia referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwgemaltocom2Finvestorsampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwgemaltocom2Finvestorsampindex6ampmd56b9ef974ea39e70977efa305e2219c65 relnofollowiwwwgemaltocominvestorsiaii p p bNote to editorsb p p Gemaltos solutions are at the heart of modern life from payment to enterprise security and the internet of things Gemaltos 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 p p bAbout Thales b p p 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 80000 employees in 68 countries Thales reported sales of 19 billion in 2018 p p classbwalignr bPLEASE VISITb p p classbwalignr a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttps3A2F2Fwwwthalesgroupcom2Fenampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorThalesGroupampindex7ampmd55b902787b916feb777ed52dc5035d0f2 relnofollowThales Groupabra referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttps3A2F2Fwwwyoutubecom2Fwatch3Fv3DAjO954nlviQampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorDigitalSecurityampindex8ampmd5c8e9cdcbfce647e8f87d0b65ad76a613 relnofollowDigital Securityabra referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttps3A2F2Fwwwthalesgroupcom2Fen2Fsearchmedias2Fhdimagesampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorDownloadHDphotosampindex9ampmd5696eebbc5cdfac1eed996e14e673a68b relnofollowDownload HD photosa p p bNotice to US holders of Gemalto Sharesb p p 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 14e of the US Securities Exchange Act of 1934 as amended the US 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 US domestic tender offer procedures and laws p p The receipt of cash pursuant to the Offer by a US holder of Gemalto Shares may be a taxable transaction for US 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 p p To the extent permissible under applicable laws and regulations including Rule 14e5 under the US Exchange Act and in accordance with normal Dutch practice Thales and its affiliates or its broker and its brokers 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 US 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 iBesluit openbare biedingen Wfti and posted on the website of Thales at a referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwthalesgroupcomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwthalesgroupcomampindex10ampmd52ebfd3250010856c577ead5c6400bf3b relnofollowwwwthalesgroupcoma p p bRestrictionsb p p 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 p p bForward Looking Statementsb p p This press release may include forwardlooking statements and language indicating trends such as the words anticipate expect approximate believe could should will intend may potential and other similar expressions These forwardlooking statements are only based upon currently available information and speak only as of the date of this press release Such forwardlooking statements are based upon managements 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 andor Gemaltos 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 forwardlooking 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 forwardlooking 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 p p bGROUP COMMUNICATIONS Thales Tour Carpe Diem 31 Place des Corolles 92098 Paris La Dfense Cedex France Tel 3301 57 77 86 26 ba referrerpolicyunsafeurl targetblank hrefhttpsctsbusinesswirecomctCTidsmartlinkampurlhttp3A2F2Fwwwthalesgroupcomampesheet51969917ampnewsitemid20190415005889amplanenUSampanchorwwwthalesgroupcomampindex11ampmd5c8af7ddc9c57cc0b9120b06371dae816 relnofollowbwwwthalesgroupcomba p pimg referrerpolicyunsafeurl alt srchttpsctsbusinesswirecomctCTidbwnewsampsty20190415005889r1ampsidweb02ampdistronxamplangen stylewidth0height0span classbwct31415p

SOURCE: BUSINESS WIRE. ©2015 Business Wire

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