Reference is made to the joint press release by Thales (Euronext Paris:
HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 16 April 2019
on the results of the Post-Closing Acceptance Period in relation to the
recommended all-cash offer by Thales for all the issued and outstanding
shares of Gemalto (the Offer).
Thales and Gemalto jointly announce today that, at their request,
Euronext has confirmed that the ordinary shares in the capital of
Gemalto will be delisted from Euronext Amsterdam and Euronext Paris
effective on 29 May 2019.
The last day that Gemalto shares can be traded on Euronext will
therefore be 28 May 2019.
Thales 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.
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.
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