THALES (EPA:HO) - Thales - Gemalto shares will be delisted on 29 May 2019 - Press release - 23 April 2019
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23/04/2019 14:00
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PRESS RELEASE
23 April 2019
Paris La Défense
Gemalto shares will be delisted on 29 May 2019
Reference is made to the joint press release by Thales (Euronext Paris: HO) and
Gemalto (Euronext Amsterdam and Paris: GTO) dated 16 April 2019 on the results
of the Post-Closing Acceptance Period in relation to the recommended all-cash
offer by Thales for all the issued and outstanding shares of Gemalto (the
Offer).
Thales and Gemalto jointly announce today that, at their request, Euronext has
confirmed that the ordinary shares in the capital of Gemalto will be delisted
from Euronext Amsterdam and Euronext Paris effective on 29 May 2019.
The last day that Gemalto shares can be traded on Euronext will therefore be 28
May 2019.
Thales 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.
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.
www.thalesgroup.com
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
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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