Success of Thales Offer for Gemalto Shares

  • 85.58% of Gemalto shares have been tendered to the Offer
  • All Offer Conditions are now satisfied or waived, making the Offer
  • Settlement of tendered Shares will take place on 2 April 2019
  • Remaining Shares can be tendered during the Post-Closing Acceptance
    Period which will start on Monday 1 April 2019 and end on Monday 15
    April 2019
  • Gemalto will be consolidated as of 1 April 2019 in Thales’s financial


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 14 March 2019 in relation to the Acceptance
Closing Time.

Terms not defined in this press release will have the meaning set forth
in the Offer Document.

Upon expiration of the Acceptance Period at 17:40 (CET) yesterday,
approximately 85.58% of the Gemalto shares have been tendered to the
Offer. As a result, all Offer Conditions described in the Offer Document
have now been satisfied or waived. Thales and Gemalto are therefore
pleased to announce that Thales declares the Offer unconditional (doet

“The integration of Gemalto marks the start of a bold new chapter in
the history of Thales. Together, Thales and Gemalto will have the
ability to cover the digital needs of all clients, in civilian and
defence businesses, across all Thales market segments, with a unique
portfolio of advanced technologies in the fields of digital security and
the Internet of Things.”

Patrice Caine, Chairman and Chief
Executive Officer of Thales

During the Acceptance Period, that expired at
17:40 (CET) yesterday, 79,889,388 Shares (including Shares represented
by American depositary shares) have been tendered to the Offer,
representing approximately 85.58% of the aggregate issued and
outstanding share capital of Gemalto (on a fully diluted basis), and an
aggregate value of approximately EUR 4,074 million (for an Offer Price
of EUR 51.00 (cum dividend) per Share).

In accordance with the Offer Document published
on 27 March 2018, holders of Ordinary Shares who accepted the Offer will
be paid an amount in cash of EUR 51.00 (the Offer Price) per
Share and holders of ADS who accepted the Offer will be paid an amount
in U.S. dollar corresponding to 50% of the Offer Price, or EUR 25.50
(the ADS Offer Price) per ADS, the U.S. dollar equivalent being
calculated by Thales using the spot market exchange rate for the U.S.
dollar against the euro published on Bloomberg at 12:00 p.m. New York
time, on the day immediately prior to the date on which funds are
received by American Stock Transfer & Trust Co., LLC (the ADS
Tender Agent
), to pay the ADS Offer Price to the holders of all
Tendered ADS.

Payment of the Offer Price and the ADS Offer Price will occur on 2 April
2019 (the Settlement Date). Thales currently does not hold any
Shares. Following the Settlement of the Offer, Thales will hold
79,889,388 Shares, representing 85.58% of the issued and outstanding
share capital of Gemalto (on a fully diluted basis).

Post-Closing Acceptance Period
Thales hereby announces that
Shareholders who have not tendered their Shares during the Acceptance
Period will have the opportunity to tender their Shares under the same
terms and conditions applicable to the Offer, in a Post-Closing
Acceptance Period (na-aanmeldingstermijn) which will start at
09:00 (CET) on Monday 1 April 2019 and end at 17:40 (CET) on Monday 15
April 2019 (the Post-Closing Acceptance Period).

A notice of guaranteed delivery will not be an effective means of
tendering ADS during the Post-Closing Acceptance Period and no notice of
guaranteed delivery will be accepted following the Acceptance Closing
Time. The Offer Price paid to ADS holders in the Post-Closing Acceptance
Period shall be converted to U.S. dollars using the Applicable Exchange
Rate. In all cases, fluctuations in the euro to the U.S. dollar exchange
rate are at the risk of holders of Tendered ADS.

Thales will publicly announce the results of the Post-Closing Acceptance
Period and the total number and total percentage of Shares held by it in
accordance with Article 17, paragraph 4 of the Decree ultimately on the 3rd
Dutch Business Day following the last day of the Post-Closing Acceptance

Thales shall continue to accept for payment all Shares validly tendered
(or defectively tendered, provided that such defect has been waived by
Thales) during the Post-Closing Acceptance Period and shall pay for such
Shares within 5 Business Day following the last day of the Post-Closing
Acceptance Period.

During the Post-Closing Acceptance Period, Shareholders have no right to
withdraw Shares from the Offer, regardless whether their Shares have
been validly tendered (or defectively tendered, provided that such
defect has been waived by Thales) during the Acceptance Period or the
Post-Closing Acceptance Period.

If, following the settlement of the Shares tendered
during the Post-Closing Acceptance Period, Thales and its Affiliates
hold at least 95% of the issued ordinary share capital (geplaatst
gewoon aandelenkapitaal
) of Gemalto, Thales intends to commence (i)
a compulsory acquisition procedure (uitkoopprocedure) in
accordance with article 2:92a or 2:201a of the Dutch Civil Code, and/or
(ii) a takeover buy-out procedure in accordance with article 2:359c of
the Dutch Civil code in order to buy out the Shareholders who have not
tendered their Shares.

Thales and Gemalto intend to as soon as possible
procure the delisting of the 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 the Shares. These actions 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

Further implications of the Offer being declared unconditional
Shareholders who do not wish to tender their Shares during the
Post-Closing Acceptance Period should carefully review the sections of
the Offer Document that further explain the intentions of Thales, such
as (but not limited to) Sections 6.12 (Intentions following the Offer
being declared unconditional
) up to and including Section 6.15.5 (Other
), which describe certain implications to which such
Shareholders will be subject if the Offer is declared unconditional.

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 (
and Gemalto (
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 (
and Gemalto (
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:

Address: Bijlmerplein 888, 1102 MG Amsterdam,
The Netherlands
Telephone: +31 20 56 36 619

The ADS Tender Agent:

6201 15th Avenue, Brooklyn, New York, 11219, United States
+1 (877) 248 6417

The Information Agent for Ordinary Shares:

Address: 10, rue du Colisée, 75008 Paris, France
+33 (0)1 79 73 12 12

The U.S. Information Agent for ADS:

Address: 48 Wall Street, 22nd
Floor, New York, New York, 10005, United States
Telephone: +1 (877)
536 1556


This is a joint press release by Thales and Gemalto pursuant to
Section 16, paragraph 1 and 2, Section 17, paragraph 1 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
and on the website of Gemalto at

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 €15.9
billion in 2018.

About Gemalto
Gemalto is the global leader in digital
security, with 2017 annual revenues of €3 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 112 offices, 43 personalization and
data centers, and 30 research and software development centers located
in 48 countries.

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

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.


Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77
90 93

Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57
77 89 02

Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489

Gemalto, Investor Relations
Jean-Claude Deturche
+33 6 2399 2141

Gemalto, Media Relations Agency
Arien Stuijt
T: +31

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