Thales and Gemalto announce Regulatory Clearance from the Minister of Innovation in Canada
Paris La Défense, 14 August 2018, 18:00 - 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 10 August 2018 in relation to the further extension of the Acceptance Period. Terms not defined in this press release will have the meaning as set forth in the Offer Document.
Thales and Gemalto today announce that they have received foreign investment Regulatory Clearance in Canada.
Together with the anti-trust clearance obtained in China and Israel, and clearance relating to foreign investments in Australia, Thales and Gemalto have obtained 4 of the required 14 Regulatory Clearances.
Thales and Gemalto continue to work constructively with the competent antitrust authorities to obtain the remaining Regulatory Clearances in Australia, for the European Union, 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 Clearance relating to foreign investments from the competent authority in Russia.
As expected, the transaction should close shortly after all of the Regulatory Clearances have been secured which should occur before the end of 2018.
Further announcements will be made if and when a Regulatory Clearance has been obtained or 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. As announced on 10 August 2018, the Acceptance Period has been further extended by Thales in accordance with an exemption granted by the Dutch financial markets authority (AFM) 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).
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.
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