On 17 December 2017, Thales and Gemalto jointly announced that they had reached an agreement on a recommended all-cash offer for all issued and outstanding ordinary shares of Gemalto, for a price of €51 per ordinary share cum dividend. Gemalto’s board of directors unanimously recommends and fully supports the offer.
Gemalto is consolidated as of 1 April 2019 in Thales’s financial statements.
Upon expiration of the Post-Acceptance Period on 15 April 2019, approximately 97.02% of the Gemalto shares have been tendered to the Offer.
Since Thales will own more than 95% of Gemalto shares, it will initiate the statutory buy-out proceedings as soon as possible in order to obtain 100% of Gemalto shares.
Thales and Gemalto also 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.
To learn more about this announcement:
Press release announcing the project – 17 December 2017
Support presentation for the conference call – 18 December 2017
Replay of the 18 December conference call
Other documents related to this operation:
Update on the intended offer by Thales for Gemalto – 12 January 2018
Press release announcing opening of offer – 27 March 2018
Offer document – 27 March 2018
Thales extends the acceptance period of the offer for Gemalto - 1st June 2018
Thales extends the acceptance period of the offer for Gemalto – 10 August 2018
Regulatory clearance from the Minister of Innovation in Canada – 14 August 2018
Regulatory clearance from the Competition board in Turkey – 31 August 2018
CFIUS regulatory clearance – 5 September 2018
Update on the offer by Thales for Gemalto - 11 October 2018
Regulatory clearance in South Africa - 16 October 2018
Regulatory clearance from the European Commission - 11 December 2018
Regulatory clearance in New Zealand - 13 December 2018
Regulatory clearances in Australia and Mexico - 20 December 2018
Thales signs a definitive agreement to sell its GP HSM business to Entrust datacard - Press release - 22 February 2019
Regularoty clearance from Antitrust division of the US DoJ - 1 March 2019
Thales and Gemalto are granted antitrust clearance in the United States - 6 March 2019
Thales sets to 28 March 2019 the end date of the acceptance period of its offer for Gemalto - Press release - 14 March 2019
Success of Thales offer for Gemalto shares - Press release - 29 March 2019
97% of Gemalto shares have been tendered to the Thales offer - Press release - 16 April 2019