Thales Sets to 28 March 2019 the End Date of the Acceptance Period of Its Offer for Gemalto

  • Thales has decided to waive the Offer Condition with respect to the
    antitrust and foreign investment Regulatory Clearances in Russia
  • All other Regulatory Clearances have already been obtained
  • The Acceptance Period shall end at 17:40 CET on Thursday 28 March 2019
  • Offer price: €51 per share
  • If the offer is declared unconditional, the settlement is expected to
    occur on 2 April 2019

PARIS LA DÉFENSE–(BUSINESS WIRE)–Regulatory News:

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 Thales has decided to waive the
Offer Condition with respect to the antitrust and foreign investment
Regulatory Clearances in Russia1. Since all other Regulatory
Clearances have been obtained, namely the antitrust clearances in
Australia, China, the European Union, Israel, Mexico, New Zealand, South
Africa, Turkey, and the United States, and clearances relating to
foreign investments in Australia, Canada and the United States (CFIUS),
the Offer Condition with respect to Regulatory Clearances has now been
fulfilled.

In accordance with the dispensation (ontheffing) granted by the
AFM on 9 August 2018 and the joint press release of Thales and Gemalto
dated 10 August 2018, Gemalto shareholders have now 2 full weeks to
tender their shares to the Thales offer. The Acceptance Period shall end
at 17:40 CET on Thursday 28 March 2019 (the Acceptance Closing Time).

Acceptance by holders of Ordinary Shares

Shareholders who hold their Ordinary Shares through an Admitted
Institution must make their acceptance known via their custodian, bank
or stockbroker prior 17:40 CET, on Thursday 28 March 2019. Custodians,
banks or stockbrokers may set an earlier deadline for communication by
Shareholders in order to permit the custodian, bank or stockbroker to
communicate acceptances to ING Bank N.V. (the Settlement Agent) in a
timely manner.

Admitted Institutions may tender Ordinary Shares for acceptance only to
the Settlement Agent and only in writing. In submitting the acceptance,
the Admitted Institutions are required to declare that (i) they have the
Tendered Ordinary Shares in their administration, (ii) each Shareholder
who accepts the Offer irrevocably represents and warrants that the
Tendered Ordinary Shares are being tendered in compliance with the
restrictions as set out in Section 2 (Restrictions) and Section 3
(Important Information) of the Offer Document and the securities and
other applicable laws and/or regulations of the jurisdiction(s) to which
such Shareholder is subject, and no registration, approval or filing
with any regulatory authority of such jurisdiction is required in
connection with the Tendered Ordinary Shares, and (iii) they undertake
to transfer (leveren) these Tendered Ordinary Shares to Thales
prior to or on the Settlement Date, provided Thales declares the Offer
unconditional (gestand wordt gedaan).

Acceptance by holders of Ordinary Shares individually recorded in
Gemalto’s shareholders’ register

Shareholders individually recorded in Gemalto’s shareholders’ register
(Registered Holders) wishing to accept the Offer in respect of such
Shares must deliver a completed and signed acceptance form to the
Settlement Agent in accordance with the terms and conditions of the
Offer, no later than 17:40 CET on Thursday 28 March 2019. The acceptance
forms are available upon request from the Settlement Agent. The
acceptance form will also serve as a deed of transfer (akte van
levering
) with respect to the Shares referenced therein.

Acceptance by holders of American Depositary Shares

Holders of ADSs in registered form, either in American Depositary
Receipt (ADR) form or in uncertificated form through the Direct
Registration System (a system administered by the DTC pursuant to which
Deutsche Bank Trust Company Americas, as the depositary for the ADSs
(the U.S. Depositary), may register the ownership of uncertificated ADSs
in its books), may accept the Offer and tender ADSs to American Stock
Transfer & Trust Co., LLC (the ADS Tender Agent) by delivering to the
ADS Tender Agent a properly completed and duly executed ADS Letter of
Transmittal, with any applicable signature guarantees from an Eligible
Institution, together with the American Depositary Receipts representing
the ADSs specified on the face of the ADS Letter of Transmittal, if
applicable, prior to the Acceptance Closing Time. The ADS Letter of
Transmittal and other associated forms are available upon request from
the ADS Tender Agent and/or the U.S. Information Agent for ADSs.
Properly completed and duly executed ADS Letters of Transmittal,
together with the corresponding ADRs, if applicable, should only be sent
to the ADS Tender Agent and should not be sent to Thales, the U.S.
Depositary, the U.S. Information Agent for ADSs or the Settlement Agent.
Properly completed and duly executed ADS Letters of Transmittal,
together with the corresponding ADRs, if applicable, (or, if a
Shareholder is tendering pursuant to the guaranteed delivery procedures
set forth herein, the properly-completed notice of guaranteed delivery)
must be received by the ADS Tender Agent prior to the Acceptance Closing
Time.

The method of delivery of ADS Letters of Transmittal and, if applicable,
ADRs, and all other required documents (including delivery through DTC),
is at the ADS holder’s option and risk, and the risk of loss of such
ADSs and, if applicable, ADRs and other documents shall pass only after
the ADS Tender Agent has actually received the ADSs or, if applicable,
ADRs and other documents (including, in the case of a book-entry
transfer, by book-entry confirmation). If delivery is by mail,
registered mail with return receipt requested, properly insured, is
recommended. In all cases, an ADS holder should allow sufficient time to
ensure timely delivery. No acknowledgement of receipt of documents will
be given by or on behalf of Thales, or the ADS Tender Agent.

Shareholders holding ADSs in book-entry form, all of which are held
through the facilities of DTC, must instruct the financial intermediary
through which such Shareholder owns its, his or her ADSs to arrange for
the DTC participant holding the ADSs in its DTC account to tender such
ADSs to the DTC account of the ADS Tender Agent through the book-entry
transfer facilities of DTC and DTC will then edit and verify the
acceptance and send an Agent’s Message to the ADS Tender Agent for its
acceptance. DTC has informed Thales that it can only cut off book-entry
tenders of ADSs at the end of a business day, New York time, and Thales
has agreed that it will accept valid book-entry tenders of ADSs up until
5:00 pm, New York time, on the Acceptance Closing Date, and the Agent’s
Message and any other required documents must be transmitted to, and
received by, the ADS Tender Agent before such time. Financial
intermediaries may set an earlier deadline for communication by holders
of ADSs in order to permit the financial intermediary to communicate
acceptances to the ADS Tender Agent in a timely manner. Accordingly,
Shareholders holding ADSs through a financial intermediary should
contact such financial intermediary to obtain information about the
deadline by which such Shareholders must send instructions to the
financial institution to accept the Offer and should comply with the
dates set by such financial intermediary.

Tendered Shares

Any Shares tendered prior to 10 August 2018 which are not withdrawn will
remain subject to the Offer.

Post-Closing Acceptance Period

If the Offer is declared unconditional (gestand wordt gedaan),
Thales will announce, in accordance with article 17 of the Decree, a
post-closing acceptance period (na-aanmeldingstermijn) to enable
Shareholders that did not tender their Shares during the Acceptance
Period to tender their Shares under the same terms and conditions
applicable to the Offer. The Post-Closing Acceptance Period will
commence on the 1st (first) Dutch Business Day following the date on
which the Post-Closing Acceptance Period is announced, will last no less
than 5 (five) U.S. Business Days and may be up to 2 (two) weeks in
length.

Further information

This announcement contains selected, 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.thales.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 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 €15.9 billion in 2018.
www.thalesgroup.com

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.
www.gemalto.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.

1 Integration of Gemalto’s Russian business will only be
completed upon receipt of Russian Regulatory Clearances.

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

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

Gemalto,
Media Relations

Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.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


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