Thales and Gemalto Reach Agreement with the Antitrust Division of the United States Department of Justice


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.

As announced by the United States Department of Justice (“DoJ”),
Thales and Gemalto confirm today that they have reached an agreement
with the Antitrust Division of the DoJ that will allow the companies to
proceed with the Offer.

Consistent with commitments already made to the European Commission and
other regulatory authorities, the agreement requires the divestiture of
Thales’s general purpose hardware security modules (GP HSM) business1.

The agreement with the DoJ remains subject to court approval.

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
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 2018 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 110 offices, 47 personalization and
data centers, and 35 research and software development centers located
in 47 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

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.

1 A definitive agreement for the sale of Thales’s GP HSM
business has been signed with Entrust Datacard, as announced by Thales
in the press release dated 22 February 2019.


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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