THALES (EPA:HO) - 97% of Gemalto shares have been endered to the Thales offer - Press release - 16 April 2019
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16/04/2019 07:00
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PRESS RELEASE
16 April - 7:00 CET
Paris La Défense
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
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 EUR19
billion in 2018.
CONTACTS
Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
PLEASE VISIT
Thales Group
Digital Security
Download HD photos
Twitter @Thalesgroup
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