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.
The offer document, which sets forth the terms, conditions and consequences of the offer, has been approved by the Dutch Authority for Financial Markets ("AFM") and was published on 27 March 2018. It can be downloaded below.
Pursuant to an exemption granted by the Dutch financial markets authority (AFM) on 9 August 2018, the Gemalto share acceptance period is further extended 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 31 March 2019 long stop date).
As of 20 December 2018, Thales and Gemalto have obtained 11 of the 14 required regulatory authorisations. Thales and Gemalto will inform the market each time one of the remaining regulatory clearance has been obtained.
The completion of the offer and payment of the offer price to shareholders who tendered their shares into the offer is expected in the first quarter of 2019, provided that all offer conditions are satisfied or waived.
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