
The Gemalto N.V. shares issued in connection with
the Offer (as defined below) and the Gemalto N.V. shares to be issued in
connection with its reopening have not been (and are not intended to be)
registered under the United States Securities Act of 1933, as amended (the
“Securities Act”) and may not be offered or sold, directly or indirectly, into
the United States except pursuant to an applicable exemption. The Gemalto N.V.
securities have been made and will be made available within the United States in
connection with the Offer and its reopening pursuant to an exemption from the
registration requirements of the Securities Act.
The Offer and its reopening relate to the securities of a non-US company
and are subject to disclosure requirements of a foreign country that are
different from those of the United States. Financial statements presented have
been prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for an investor to enforce its rights and any claim it
may have arising under US federal securities laws, since Gemalto N.V. and
Gemplus International S.A. have their corporate headquarters outside of the
United States, and some or all of their officers and directors may be residents
of foreign countries. An investor may not be able to sue a foreign company or
its officers or directors in a foreign court for violations of the US securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court’s judgment.
Not for distribution in the United Kingdom, in Italy, in the Netherlands, in Canada and in Japan
Extension of the duration of the reopened public exchange offer by Gemalto
for Gemplus shares
Amsterdam, October 9, 2006 - As announced by the French Autorité
des marchés financiers ("AMF") on October 6, 2006, the duration of the
reopened public exchange offer on Gemplus International S.A. will be extended at
the request of the Luxembourg Commission de Surveillance du Secteur Financier
as agreed with the AMF. The object of such extension is to allow an independent
expert to assess the evaluation methodology and price of the sell-out as
provided by articles 15 and 16 of the Luxembourg takeover law. The sell-out
procedure has already been described by Gemalto in its press release dated
October 2, 2006. Such sell-out price will be communicated to the market
immediately after completion of the independent expert's assessment.
In addition, Gemalto reiterates its intention to reserve its right to conduct a
squeeze-out, either after the close of the reopened offer or during the sell-out
period which follows the close of the reopened offer, assuming that Gemalto
holds more than 95 % of the voting rights of Gemplus International S.A.
CONTACT INFORMATION RELATING TO THE STAFF IN CHARGE OF INVESTOR RELATIONS
This release does not constitute an offer to purchase or
exchange or the solicitation of an offer to sell or exchange any securities of
Gemalto or an offer to sell or exchange or the solicitation of an offer to buy
or exchange any securities of Gemplus.
The Offer and its reopening are not (and are not intended
to be) made, directly or indirectly, in or into the United Kingdom, Italy, the
Netherlands, Canada or Japan or in or into any other jurisdiction in which such
offer would be unlawful prior to the registration or qualification under the
laws of such jurisdiction. Accordingly, persons who come into possession of this
release should inform themselves of and observe these restrictions.
An offering document for the public exchange offer for the
Gemplus shares has been filed with the French stock exchange authority (Autorité
des marchés financiers “AMF”) and received the visa No. 06-252 on July 6, 2006.
Copies of the free English translation of the joint French language offering
document and of the documents incorporated by reference thereto (i.e., two
prospectuses for the listing of the Gemalto shares approved by the Dutch stock
exchange authority (Autoriteit Financiële Markten) on June 30, 2006, for which
an approval certificate has been received by the AMF on the same date) are
available from the Internet websites of Gemalto (www.gemalto.com) and of Gemplus
(www.gemplus.com) as well as free of charge upon request to the following:
Gemalto N.V.: Koningsgracht Gebouw 1, Joop Geesinkweg 541-542, 1096 AX
Amsterdam, the Netherlands; Gemplus International S.A.: 46A, avenue J.F.
Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg; Mellon Investor Services
LLC, U.S. Exchange Agent: 480 Washington Boulevard, Attn: Information Agent
Group, AIM # 074-2800, Jersey City, New Jersey 07310, Call Toll Free:
1-866-768-4951.
Gemplus securityholders are strongly advised to read the
offering document relating to the Offer and related exchange offer materials
regarding the transaction, as well as any amendments and supplements to those
documents because they contain important information.
About Gemalto
Gemalto N.V. (Euronext NL 0000400653 GTO) is a leader in digital security
with pro forma 2005 annual revenues of €1,7 billion ($2.2 billion), operations
in 120 countries and 11,000 employees including 1,500 R&D engineers. The
company's solutions make personal digital interactions secure and easy in a
world where everything of value - from money to identities - is represented as
information communicated over networks.
Gemalto N.V. thrives on creating and deploying secure platforms, portable and
secure forms of software in highly personal objects like smart cards, SIMs, e-passports,
readers and tokens. More than a billion people worldwide use the company's
products and services for various applications, including telecommunications,
banking, e-government, identity management, multimedia digital right management,
IT security and other applications. Gemalto N.V. was formed in June 2006 by the
combination of Axalto Holding N.V. and Gemplus International S.A.
For more information please visit
www.gemalto.com.
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