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 14 March 2019 in relation to the Acceptance Closing Time.
Terms not defined in this press release will have the meaning set forth in the Offer Document.
Upon expiration of the Acceptance Period at 17:40 (CET) yesterday, approximately 85.58% of the Gemalto shares have been tendered to the Offer.
As a result, all Offer Conditions described in the Offer Document have now been satisfied or waived. Thales and Gemalto are therefore pleased to announce that Thales declares the Offer unconditional (doet gestand).
“The integration of Gemalto marks the start of a bold new chapter in the history of Thales. Together, Thales and Gemalto will have the ability to cover the digital needs of all clients, in civilian and defence businesses, across all Thales market segments, with a unique portfolio of advanced technologies in the fields of digital security and the Internet of Things.”
Patrice Caine, Chairman and Chief Executive Officer of Thales
During the Acceptance Period, that expired at 17:40 (CET) yesterday, 79,889,388 Shares (including Shares represented by American depositary shares) have been tendered to the Offer, representing approximately 85.58% of the aggregate issued and outstanding share capital of Gemalto (on a fully diluted basis), and an aggregate value of approximately EUR 4,074 million (for an Offer Price of EUR 51.00 (cum dividend) per Share).
In accordance with the Offer Document published on 27 March 2018, holders of Ordinary Shares who accepted the Offer will be paid an amount in cash of EUR 51.00 (the Offer Price) per Share and holders of ADS who accepted the Offer will be paid an amount in U.S. dollar corresponding to 50% of the Offer Price, or EUR 25.50 (the ADS Offer Price) per ADS, the U.S. dollar equivalent being calculated by Thales using the spot market exchange rate for the U.S. dollar against the euro published on Bloomberg at 12:00 p.m. New York time, on the day immediately prior to the date on which funds are received by American Stock Transfer & Trust Co., LLC (the ADS Tender Agent), to pay the ADS Offer Price to the holders of all Tendered ADS.
Payment of the Offer Price and the ADS Offer Price will occur on 2 April 2019 (the Settlement Date). Thales currently does not hold any Shares. Following the Settlement of the Offer, Thales will hold 79,889,388 Shares, representing 85.58% of the issued and outstanding share capital of Gemalto (on a fully diluted basis).
Post-Closing Acceptance Period
Thales hereby announces that Shareholders who have not tendered their Shares during the Acceptance Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, in a Post-Closing Acceptance Period (na-aanmeldingstermijn) which will start at 09:00 (CET) on Monday 1 April 2019 and end at 17:40 (CET) on Monday 15 April 2019 (the Post-Closing Acceptance Period).
A notice of guaranteed delivery will not be an effective means of tendering ADS during the Post-Closing Acceptance Period and no notice of guaranteed delivery will be accepted following the Acceptance Closing Time. The Offer Price paid to ADS holders in the Post-Closing Acceptance Period shall be converted to U.S. dollars using the Applicable Exchange Rate.
In all cases, fluctuations in the euro to the U.S. dollar exchange rate are at the risk of holders of Tendered ADS.
Thales will publicly announce the results of the Post-Closing Acceptance Period and the total number and total percentage of Shares held by it in accordance with Article 17, paragraph 4 of the Decree ultimately on the 3rd Dutch Business Day following the last day of the Post-Closing Acceptance Period.
Thales shall continue to accept for payment all Shares validly tendered (or defectively tendered, provided that such defect has been waived by Thales) during the Post-Closing Acceptance Period and shall pay for such Shares within 5 Business Day following the last day of the Post-Closing Acceptance Period.
During the Post-Closing Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by Thales) during the Acceptance Period or the Post-Closing Acceptance Period.
If, following the settlement of the Shares tendered during the Post-Closing Acceptance Period, Thales and its Affiliates hold at least 95% of the issued ordinary share capital (geplaatst gewoon aandelenkapitaal) of Gemalto, Thales intends to commence (i) a compulsory acquisition procedure (uitkoopprocedure) in accordance with article 2:92a or 2:201a of the Dutch Civil Code, and/or (ii) a takeover buy-out procedure in accordance with article 2:359c of the Dutch Civil code in order to buy out the Shareholders who have not tendered their Shares.
Thales and Gemalto intend to as soon as possible procure the delisting of the 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 the Shares.
These actions 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.
Further implications of the Offer being declared unconditional
Remaining Shareholders who do not wish to tender their Shares during the Post-Closing Acceptance Period should carefully review the sections of the Offer Document that further explain the intentions of Thales, such as (but not limited to) Sections 6.12 (Intentions following the Offer being declared unconditional) up to and including Section 6.15.5 (Other measures), which describe certain implications to which such Shareholders will be subject if the Offer is declared unconditional.
Any further announcements in relation to the Offer will be issued by press release. Any joint press release issued by Thales and Gemalto will be made available on the websites of Thales (www.thalesgroup.com) and Gemalto (www.gemalto.com).
Subject to any applicable requirements of the applicable rules and without limiting the manner in which Thales may choose to make any public announcement, Thales will have no obligation to make any public announcement other than as described above.