THALES (EPA:HO) - Thales-Gemalto - Antitrust clearance in the United States - 6 march 2019
Directive transparence : information réglementée Opérations de l'émetteur (acquisitions, cessions...)
06/03/2019 10:00
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PRESS RELEASE 6th March 2019 - 10am
Paris La Défense
Thales and Gemalto are granted antitrust clearance in the United States
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 announce today that they have received Regulatory Clearance
for US antitrust approval, as the Stipulation and Order related to their
agreement with the United States Department of Justice, which was announced on
1 March 2019, has been entered by the court.
Together with the antitrust clearances obtained in China, Israel, New Zealand,
South Africa, Turkey, the European Union, Australia and Mexico, and clearances
relating to foreign investments obtained in Australia, Canada and the United
States (CFIUS), Thales and Gemalto have obtained 12 of the required 14
Regulatory Approvals.
Thales and Gemalto continue to work constructively with the competent
authorities in Russia.
Thales and Gemalto expect to close the Offer in March 2019.
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 a dispensation
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.
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 66,000 employees in 56 countries, Thales reported sales of EUR15.9
billion in 2018. www.thalesgroup.com
About Gemalto
Gemalto is the global leader in digital security, with 2018 annual revenues of
EUR3 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 110 offices, 47 personalization and data centers, and
35 research and software development centers located in 47 countries.
www.gemalto.com
CONTACTS
Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
Gemalto, Investor Relations
Jean-Claude Deturche
M.: +33 6 2399 2141
jean-claude.deturche@gemalto.com
Gemalto, Media Relations Agency
Arien Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com
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.
Restrictions
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.
GROUP COMMUNICATIONS - Thales - Tour Carpe Diem - 31 Place des Corolles -
92098 Paris La Défense Cedex - France - Tel.: +33(0)1 57 77 86 26 -
www.thalesgroup.com