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

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

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

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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.