Business Wire

Update on the Offer by Thales for Gemalto

Del

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.

The contemplated combination is progressing satisfactorily: 6 of the required 14 regulatory clearances have already been obtained, and the steps to obtain the remaining eight1 are well advanced.

Thales and Gemalto are discussing with certain antitrust authorities on remedy proposals to address their concerns with respect to the General Purpose Hardware Security Modules (GP HSM) market.

As a consequence, Thales and Gemalto now expect to close the offer in the first quarter of 2019.

Thales and Gemalto continue to hold constructive discussions with the various regulatory authorities involved.

****

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 Thales and Gemalto are seeking to secure antitrust approvals in Australia, the European Union, Mexico, New-Zealand, Russia, South Africa and the United States. Thales and Gemalto are also seeking to secure regulatory approval relating to foreign investments from the competent authority in Russia.

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 65,000 employees in 56 countries, Thales reported sales of €15.8 billion in 2017.

www.thalesgroup.com

About Gemalto

Gemalto is the global leader in digital security, with 2017 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 112 offices, 43 personalization and data centers, and 30 research and software development centers located in 48 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.

Contact information

Thales, Media Relations
Cédric Leurquin
+33 (0)1 57 77 90 93
cedric.leurquin@thalesgroup.com
or
Gemalto, Media Relations
Isabelle Marand
+33 (0)6 1489 1817
isabelle.marand@gemalto.com
or
Thales, Analysts/Investors
Bertrand Delcaire
+33 1 57 77 89 02
ir@thalesgroup.com
or
Gemalto, Investor Relations
Jean-Claude Deturche
M.: +33 6 2399 2141
jean-claude.deturche@gemalto.com
or
Gemalto, Media Relations Agency
Frans van der Grint
T: +31 629044053
Frans.vanderGrint@hkstrategies.com
or
Arien Stuijt
T: +31 621531233
arien.stuijt@hkstrategies.com

Om Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(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

Three Finalists Selected Following GA-ASI’s Blue Magic Belgium Event15.6.2019 11:00:00 CESTPressemelding

Three finalists have been selected from GA-ASI’s Blue Magic Belgium event with the goal of supporting GA-ASI and the development of MQ-9B SkyGuardian Remotely Piloted Aircraft (RPA) for Belgium. The three Belgian companies selected are AIRobot, ALX Systems, and Hexagon. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190615005003/en/ "We were very impressed by the many talented companies and particularly by the innovative concepts presented by these three finalists," said Linden Blue, CEO, GA-ASI. (Photo: Business Wire) AIRobot, a company based at DronePort in Sint Truiden, Belgium, focuses on developing drone performance equipment for easy, precise and safe professional operations, while specializing in Artificial Intelligence (AI) for processing hyper-spectral imagery. ALX Systems is an Unmanned Aircraft System (UAS) solution provider based in Liège, Belgium and specializing in AI for processing Full Motion Video. Hexagon’s

World’s First E-Money License for Blockchains Issued to Monerium15.6.2019 08:35:00 CESTPressemelding

Monerium ehf. has received a license from the Financial Supervisory Authority of Iceland to issue e-money on blockchains through its subsidiary, Monerium EMI ehf. The full license is the world’s first e-money license for blockchains issued under EU e-money regulations. The license is passportable within the largest global economic zone, the European Economic Area, and to external jurisdictions subject to regulatory approval and destination country regulations. Designed as a digital alternative to cash, e-money is a proven framework for digital fiat currency already in use for pre-paid cards and mobile wallets. By issuing e-money on blockchains, Monerium removes the need for intermediaries and provides the ability to automate financial transactions in many sectors, including payments, trade finance, securities settlement, and ecommerce. At the same time, e-money on blockchains extends Satoshi Nakamoto’s vision of online peer-to-peer currency transactions to a regulated form of digital f

Mattel® Unveils Hot Wheels™ id, Groundbreaking New Play System Bringing Together Physical and Digital Play, Available Exclusively at Apple.com, Select Apple Stores and on the App Store14.6.2019 13:00:00 CESTPressemelding

Mattel, Inc. (NASDAQ: MAT) today announced the launch of Hot Wheels id, the evolution of the beloved brand that generations of kids have played with to ignite their challenger spirit. Through innovative vehicle play, Hot Wheels id brings together physical and digital in a Mixed Play experience with uniquely identifiable vehicles, a smart Race Portal, Smart Track, and digital hub, so you can build your personalized fleet, measure your performance, and compete like never before. Hot Wheels id is available starting June 14th exclusively at Apple.com, select Apple stores and on the App Store. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190614005084/en/ Hot Wheels Race Portal™ scans your Hot Wheels id vehicles into the app, tracks speed and counts laps via infrared sensors, and easily connects with your classic Hot Wheels track. (Photo: Business Wire) For the first time in history, kids can scan their Hot Wheels id cars digita

S BLOCK Co-host With World Blockchain Forum Singapore & World Blockchain Award Asia14.6.2019 12:45:00 CESTPressemelding

Asia's highly anticipated blockchain event World Blockchain Forum · Singapore & World Blockchain Award · Asia will be held on June 22-23, 2019 at the Marina Bay Sands in Singapore. The conference will bring together more than 4,000 global elites from government, associations, regulatory agencies, investment institutions, blockchain project parties, financial technology, and media to discuss industry trends and innovations, jointly recognizing industry pioneers and contributions to promote the industry and achieve healthy and rapid development! The World Blockchain Forum Singapore & World Blockchain Award Asia will be co-hosted by S BLOCK. As a fast-growing digital asset management platform, S BLOCK was developed for the blockchain industry. This rapidly growing platform aims to serve the digital financial ecosystem and aims to commercialize by the end of 2019. The slogan of S BLOCK is “unleash your digital asset.” The platform also provides investors access to mainstream cryptocurrenci

Janssen Reports Top-Line Phase 3 Results for TREMFYA® (guselkumab) in Adults with Active Psoriatic Arthritis14.6.2019 11:39:00 CESTPressemelding

The Janssen Pharmaceutical Companies of Johnson & Johnson today announced top-line results from the Phase 3 DISCOVER 1 and 2 studies, which evaluated the efficacy and safety of guselkumab compared to placebo in adult patients with active moderate to severe psoriatic arthritis (PsA). Both studies met their primary endpoints of American College of Rheumatology 20% improvement (ACR20), and the safety profiles observed for guselkumab in the DISCOVER programme were consistent with previous studies of guselkumab and current prescribing information.1 The DISCOVER programme comprises the first-ever Phase 3 studies evaluating an IL-23 p19 inhibitor for the treatment of psoriatic arthritis, and data will be presented at upcoming scientific medical meetings. Data from the two DISCOVER studies will serve as the basis of submissions to the U.S. Food and Drug Administration and European Medicines Agency seeking approval of guselkumab as a treatment for psoriatic arthritis, which are anticipated for

Velodyne Features Advanced Lidar for Port Terminal Automation at TOC Europe14.6.2019 10:00:00 CESTPressemelding

Velodyne Lidar, Inc. (Stand A50) will demonstrate how its smart, powerful lidar solutions can advance port terminal automation at TOC Europe in Rotterdam, 18-20 June. Velodyne will highlight customer applications that show how its lidar sensors can be used in crane steering, container handling, internal terminal vehicles (ITV), automated guided vehicles (AGV), forklifts, and terminal security/yard monitoring systems. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190614005040/en/ DGWorld solutions demonstrate how Velodyne’s intelligent lidar sensors are helping port and terminal operators deliver consistent service quality and achieve increased safety. (Photo: Business Wire) DGWorld (Stand B21A), a Dubai-based Velodyne integrator, will showcase autonomous taxis, ITVs, AGVs, and terminal operation vehicles that use Velodyne lidar sensors to run autonomously. These vehicles use advanced artificial intelligence (AI), automation