Thales and Gemalto reach agreement with the Antitrust Division of the United States Department of Justice

1st March 2019, 9:00am - Paris La Défense - 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) business[1].

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).

 

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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.


[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.