) August 10, 2018 -- 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 1 June 2018 in relation to the extension of the Acceptance Period until 15 August 2018. Terms not defined in this press release will have the meaning as set forth in the Offer Document.
Thales and Gemalto confirm that pursuant to an exemption granted by the Dutch financial markets authority (AFM) on 9 August 2018, the Acceptance Period is further extended by Thales 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).
The Acceptance Period is further extended because, as previously announced, the Offer Condition with respect to the obtaining of all Regulatory Clearances will not be fulfilled by 15 August 2018.
Thales and Gemalto are seeking Regulatory Clearances from the competent antitrust authorities in Australia, in China, for the European Union, in Israel, in Mexico, in New Zealand, in Russia, in South Africa, in Turkey and in the United States. In addition, Thales and Gemalto are seeking CFIUS approval in the United States and Regulatory Clearances relating to foreign investments from the competent authorities in Australia, Canada and Russia.
At this point, Thales and Gemalto have obtained 3 of these 14 authorisations: anti-trust clearances in China and Israel, and clearance relating to foreign investments in Australia.
Thales and Gemalto continue to work constructively with the competent authorities to obtain the Regulatory Clearances in the remaining jurisdictions. Thales and Gemalto will inform the market each time a Regulatory Clearance has been obtained.
As expected, the transaction should close shortly after all of the Regulatory Clearances have been secured, which should occur before the end of 2018.
Any Shares tendered on or prior to the Acceptance Closing Time may be withdrawn at or prior to the Withdrawal Deadline but may not be withdrawn thereafter, subject to the rights of withdrawal set forth in Section 5.3.7 (Withdrawal Rights) of the Offer Document, in particular the right of withdrawal of any tender during the (extended) Acceptance Period in accordance with the provisions of article 15, paragraph 3 of the Decree. Any Shares tendered during the Acceptance Period and which are not withdrawn will remain subject to the Offer.
Certainty of Funds
The further extension of the Acceptance Period until 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) does not affect the certainty of funds of Thales with regard to the financing of the Offer, as announced on 17 December 2017.
Long Stop Date
As described in the Offer Document, Thales and Gemalto have agreed a final date in respect of the satisfaction of the Offer Conditions, which is set at 31 March 2019 (the “Long Stop Date”). In the event that the Offer Condition relating to Regulatory Clearances is not satisfied or waived by the Long Stop Date, Thales shall be entitled to terminate the Merger Agreement. The present extension of the Acceptance Period is made until two weeks after the fulfilment of the Offer Condition with respect to Regulatory Clearances or the waiver thereof, but no later than 31 March 2019.
Further announcements will be made if and when 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. Thales confirms that the Offer Document is up to date in all material respects in the sense that, together with any press releases issued by Thales and/or Gemalto concerning the Offer, it contains all material information required for shareholders to adequately consider the Offer. For the avoidance of doubt, the exemption granted by the AFM only pertains to the further extension of the Acceptance Period; all other relevant provisions of the Decree and the DFSA remain applicable.
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.
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.
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
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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