Reference is made to the joint press release by Thales and Gemalto 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 1 June 2018 in relation to the extension of the Acceptance Period until 15 August 2018.
Terms not defined in this press release will have the meaning as set forth in the Offer Document.
Thales and Gemalto confirm that pursuant to an exemption granted by the Dutch financial markets authority (AFM) on 9 August 2018, the Acceptance Period is further extended by Thales 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).
Regulatory Clearances
The Acceptance Period is further extended because, as previously announced, the Offer Condition with respect to the obtaining of all Regulatory Clearances will not be fulfilled by 15 August 2018.
Thales and Gemalto are seeking Regulatory Clearances from the competent antitrust authorities in Australia, in China, for the European Union, in Israel, in Mexico, in New Zealand, in Russia, in South Africa, in Turkey and in the United States.
In addition, Thales and Gemalto are seeking CFIUS approval in the United States and Regulatory Clearances relating to foreign investments from the competent authorities in Australia, Canada and Russia.
At this point, Thales and Gemalto have obtained 3 of these 14 authorisations: anti-trust clearances in China and Israel, and clearance relating to foreign investments in Australia.
Thales and Gemalto continue to work constructively with the competent authorities to obtain the Regulatory Clearances in the remaining jurisdictions.
Thales and Gemalto will inform the market each time a Regulatory Clearance has been obtained.
As expected, the transaction should close shortly after all of the Regulatory Clearances have been secured, which should occur before the end of 2018.
Tendered Shares
Any Shares tendered on or prior to the Acceptance Closing Time may be withdrawn at or prior to the Withdrawal Deadline but may not be withdrawn thereafter, subject to the rights of withdrawal set forth in Section 5.3.7 (Withdrawal Rights) of the Offer Document, in particular the right of withdrawal of any tender during the (extended) Acceptance Period in accordance with the provisions of article 15, paragraph 3 of the Decree. Any Shares tendered during the Acceptance Period and which are not withdrawn will remain subject to the Offer.
Certainty of Funds
The further extension of the Acceptance Period until 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) does not affect the certainty of funds of Thales with regard to the financing of the Offer, as announced on 17 December 2017.
Long Stop Date
As described in the Offer Document, Thales and Gemalto have agreed a final date in respect of the satisfaction of the Offer Conditions, which is set at 31 March 2019 (the “Long Stop Date”). In the event that the Offer Condition relating to Regulatory Clearances is not satisfied or waived by the Long Stop Date, Thales shall be entitled to terminate the Merger Agreement.
The present extension of the Acceptance Period is made until two weeks after the fulfilment of the Offer Condition with respect to Regulatory Clearances or the waiver thereof, but no later than 31 March 2019.
Further communications
Further announcements will be made if and when 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.
Thales confirms that the Offer Document is up to date in all material respects in the sense that, together with any press releases issued by Thales and/or Gemalto concerning the Offer, it contains all material information required for shareholders to adequately consider the Offer.
For the avoidance of doubt, the exemption granted by the AFM only pertains to the further extension of the Acceptance Period; all other relevant provisions of the Decree and the DFSA remain applicable.
