97% of Gemalto shares have been tendered to the Thales offer

Dubai United Arab Emirates - April 16, 2019:  Reference is made to the joint press release by Thales (Euronext Paris: HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 29 March 2019 on the results of the recommended all-cash offer by Thales for all the issued and outstanding shares of Gemalto (the Offer) in which the Offer was declared unconditional and the Post-Closing Acceptance Period was announced. Terms not defined in this press release will have the meaning as set forth in the Offer Document.

 

During the Post-Closing Acceptance Period, that expired at 17:40 (CET) yesterday, 10,742,274 Shares (including Shares represented by American depositary shares) have been tendered to the Offer, representing approximately 11.51% of the aggregate issued and outstanding share capital of Gemalto, and an aggregate value of approximately EUR 548 million (for an Offer Price of EUR 51.00 (cum dividend) in cash per Share).

 

Together with the 79,827,790 Shares already held by Thales following settlement of the Shares tendered during the Acceptance Period, Thales will, upon settlement of the Post-Closing Acceptance Period, hold 90,570,064 Shares, representing approximately 97.02% of the aggregate issued and outstanding share capital of Gemalto.

 

Payment of the Offer Price (and the ADS Offer Price) for Shares (and ADS) tendered during the Post-Closing Acceptance Period will occur on 18 April 2019.

 

Since Thales will own more than 95% of Gemalto shares, it will commence as soon as possible (i) a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the DCC to buy out the Shareholders who have not tendered their Shares, and/or (ii) a takeover buy-out procedure in accordance with article 2:359c of the DCC to acquire the remaining Shares not held by Thales or Gemalto.

 

 

Thales and Gemalto intend to procure the delisting of Gemalto 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 Gemalto Shares.

 

These actions, which will be launched shortly after the annual general meeting of Gemalto, to be held on 28 May 2019, 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 Document.