Thales and Gemalto Are Granted Antitrust Clearance in the United States
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 they have received Regulatory Clearance for US antitrust approval, as the Stipulation and Order related to their agreement with the United States Department of Justice, which was announced on 1 March 2019, has been entered by the court.
Together with the antitrust clearances obtained in China, Israel, New Zealand, South Africa, Turkey, the European Union, Australia and Mexico, and clearances relating to foreign investments obtained in Australia, Canada and the United States (CFIUS), Thales and Gemalto have obtained 12 of the required 14 Regulatory Approvals.
Thales and Gemalto continue to work constructively with the competent authorities in Russia.
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 www.thalesgroup.com/en/investors and on the website of Gemalto at www.gemalto.com/investors .
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.
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 www.thalesgroup.com.
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.
Thales, Media Relations
+33 (0)1 57 77 90 93
+33 1 57 77 89 02
Gemalto, Media Relations
+33 (0)6 1489 1817
Gemalto, Investor Relations
M.: +33 6 2399 2141
Gemalto, Media Relations Agency
T: +31 621531233
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
The Results Are In! BOC Group Named a Leader in the Enterprise Architecture Management Suites, Q1 2019 report by Independent Research Firm25.3.2019 13:32:00 CET | Pressemelding
BOC Group, the leading global provider of Enterprise Management Solutions, announced today that it has been recognized as a “Leader” in The Forrester Wave™: Enterprise Architecture Management Suites, Q1 2019 report. Evaluated against 35 rigorous criteria, BOC Group’s EA suite ADOIT received the highest possible scores in 16 of them, including customer satisfaction, innovation agenda criteria and many others! Christoph Moser, ADOIT product manager, comments on this accomplishment by saying: “We see this achievement as an affirmation of our unwavering position as a front-runner in the EA industry and a direct reflection of the strength, depth and breadth we have incorporated across all aspects of our comprehensive, user-centric EA offering and portfolio in the last years.” Moser continues: “For us, this recognition is hard-earned and well deserved. But more importantly, we believe it further proves our strategy, relentless commitment to our customers, and continued mission to enable orga
ResMed Launches Next-generation ReSupply Solution25.3.2019 13:00:00 CET | Pressemelding
ResMed (NYSE: RMD) (ASX: RMD) today launched its automated ResMed ReSupply solution for all U.S. home medical equipment (HME) providers to increase sleep apnea patients’ long-term therapy adherence and improve patient satisfaction. Patients enrolled in an automated resupply program are 50 percent less likely to stop PAP (positive airway pressure) therapy within the first year, according to a 2018 study. ResMed’s program goes one step further, automating enrollment as patients meet compliance requirements and letting patients choose their preferred contact method – text, email or live call. Patients can also order supplies through a web- or mobile-based patient portal. HMEs are able to manage all their patients’ resupply needs from a single comprehensive dashboard so they can quickly identify, prioritize and assign tasks. “The new resupply platform is simple and easy to use – everything you need is at your fingertips,” said Kera Tennyson, a PAP location manager at Advanced Medical Solut
Sigma Systems Named Finalist for 4 Industry Awards25.3.2019 12:00:00 CET | Pressemelding
Sigma Systems, the global leader in catalog-driven software, today announced that it has been named as a finalist for two TM Forum Excellence Awards and as a semi-finalist for two Pipeline Innovation Awards. The TM Forum’s Excellence Awards highlight companies and individuals that demonstrate commitment to the evolution of the industry through digital transformation and the adoption of best practices and standards that TM Forum delivers through its Collaboration Community. Sigma is a finalist in the Service Innovator of the year and Catherine Michel is a finalist for the CTO of the Year – an award that she won in 2018. Nik Willetts, CEO, TM Forum said “Congratulations to the finalists of the TM Forum Excellence Awards 2019. As ever, the quality of the competition this year was incredibly high. With 5G fast approaching and pressure to digitally transform intensifying, it’s great to see these organizations pave the way for change and transformation. We’re excited and proud to work alongs
Newmont Announces Conditional Special Dividend25.3.2019 11:55:00 CET | Pressemelding
Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) today announced that its Board of Directors declared a one-time special dividend of $0.88 per share of common stock, conditional upon approval of the Goldcorp Inc. (NYSE: GG) (TSX: G) (Goldcorp) transaction. The dividend will be paid to Newmont shareholders of record as of April 17, 2019 (the record date), which is prior to closing of the proposed Newmont Goldcorp combination. The special dividend is conditional upon the approval by both Newmont’s and Goldcorp’s shareholders of the resolutions to be considered at their shareholder meetings on April 11 and April 4, 2019, respectively, in connection with the proposed transaction. The special dividend will be paid, subject to satisfaction of the conditions, on May 1, 2019. Closing of the Newmont Goldcorp transaction is expected shortly after the two shareholder special meetings if shareholders of both companies approve the resolutions. The special dividend delivers value to e
Tradeweb Markets Commences Roadshow for Initial Public Offering25.3.2019 11:30:00 CET | Pressemelding
Tradeweb Markets, a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today announced that it has commenced the roadshow for the initial public offering of its Class A common stock. Tradeweb Markets is offering 27,268,767 shares of its Class A common stock at an initial public offering price between $24.00 and $26.00 per share. Tradeweb Markets expects to grant the underwriters a 30-day option to purchase up to an additional 4,090,315 shares of Class A common stock at the initial public offering price, less the underwriting discounts and commissions. The shares are expected to trade on the NASDAQ Global Select Market under the ticker symbol "TW." Tradeweb intends to use the net proceeds from the offering to purchase equity interests from certain existing bank stockholders. Refinitiv will continue to own a controlling interest in Tradeweb following the offering. J.P. Morgan, Citigroup, Goldman Sachs & Co. LLC and Morgan Stanley are acting
GeoSpock and X-Locations Collaborate to Deliver Next Generation Location Data Analysis in Japan25.3.2019 11:00:00 CET | Pressemelding
GeoSpock® – the extreme-scale spatial big data integration company that provides analytics, builds insight, and enables predictions across space and time – today announced a new partnership with X-Locations – the Japan-based location AI platform company. The companies will be collaborating on a series of projects in Japan to raise awareness of the importance of location intelligence, as well as to demonstrate how and why we should be leveraging this data. The partnership will see X-Locations integrate GeoSpock’s unique spatial big data platform – which offers extreme geospatial scale and the hyper-efficient retrieval of data – into their products to improve speed of query, increase scale capacity, and reduce cost. Through the utilisation of artificial intelligence (AI) and machine learning, X-Locations accelerates the analysis and visualisation of big spatial data, enabling clients to make smarter decisions across multiple industries, including retail, real estate, manufacturing, and f