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 Netherlands
Telephone: +31 20 56 36 619
E-mail: iss.pas@ing.nl
The ADS Tender Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
Address:
6201 15th Avenue, Brooklyn, New York, 11219, United States
Telephone:
+1 (877) 248 6417
E-mail: dapisa@astfinancial.com
The Information Agent for Ordinary Shares:
IPREO
Address: 10, rue du Colisée, 75008 Paris, France
Telephone:
+33 (0)1 79 73 12 12
E-mail: Thales-Gemalto@ipreo.com
The U.S. Information Agent for ADSs:
D.F. KING & CO., INC
Address: 48 Wall Street, 22nd
Floor, New York, New York, 10005, United States
Telephone: +1 (877)
536 1556
Email: 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.
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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
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