Thales launches its offer on all Gemalto shares

27.03.2018 Investors

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Publication of the offer document approved by the AFM

Offer to be discussed at Gemalto shareholders' meeting on 18 May 2018

Acceptance period from 28 March to 6 June 2018

With the publication of the Offer Document today and with reference to the joint press release dated 17 December 2017, Thales (Euronext Paris: HO) and Gemalto (Euronext Amsterdam and Paris: GTO) announced today that Thales is launching its recommended all-cash offer (the Offer) to all holders of issued and outstanding shares in the capital of Gemalto for EUR 51.00 per share, cum dividend.

Patrice Caine, Thales's Chairman and Chief Executive Officer, commented: The publication of the Offer Document is the first major step of the proposed acquisition of Gemalto, to create a world leader in digital security.

Philippe Vall e, Gemalto's Chief Executive Officer, added: Thales's and Gemalto's teams are working together to obtain the required authorizations for the success of the operation.

Alex Mandl, Chairman of Gemalto's Board of Directors, stated: After full and careful review with its financial and legal advisors of the various options available to the company, the Gemalto Board of Directors unanimously recommends Gemalto's shareholders tender their shares into the Offer. I am counting on the support of all the company's shareholders for the upcoming general meeting.

Transaction highlights

Recommended all-cash offer for all the issued and outstanding ordinary shares in the capital of Gemalto (each, an Ordinary Share ), including Ordinary Shares represented by American Depositary Shares (each, an ADS ), with every two ADSs representing one Ordinary Share (Ordinary Shares and ADSs are collectively referred to in this press release as the Shares and each, a Share ), at an offer price of EUR 51.00 (cum dividend) per Ordinary Share (the Offer Price) and EUR 25.50 per ADS.

The Gemalto's Board of Directors fully supports the Offer and unanimously recommends shareholders tender their Shares. All members of the Gemalto Board who have Shares have irrevocably committed to tender all of their Shares into the Offer.

Thales and Gemalto have agreed on certain non-financial terms, including:

- Thales to combine its digital assets with Gemalto, creating a world leader in digital security;

- increased R&D expenses which remain at the heart of the digital security businesses of Thales and Gemalto;

- existing rights of Gemalto employees will be respected;

- Gemalto's brand will be maintained.

The acceptance period (the Acceptance Period ) will commence on 28 March 2018 at 9:00 hours CET (3:00 am New York time), and will end on 6 June 2018 at 17:40 hours CET (11:40 am New York time). Thales plans to extend this period until customary conditions for a transaction of this kind are met, in particular obtaining the required regulatory clearances. The payment of the Offer Price to the shareholders who tendered their Shares into the Offer is expected in the course of the second half of 2018, provided that the Offer is declared unconditional.

In parallel, Gemalto shareholders will be invited to attend the shareholders' meeting on 18 May 2018.

The consummation of the Offer is subject to the satisfaction or waiver of conditions that are customary for transactions of this kind, including:

- a minimum acceptance level of at least 67% of Gemalto shares;

- having obtained the required regulatory clearances;

- no material adverse effect having occurred and continuing;

- no material breach of the merger agreement having occurred; and

- no Superior Offer having been made or agreed upon.

Gemalto has made available on its website the Position Statement (as defined below) providing further information to shareholders, including the recommendation on the Offer and the agenda for Gemalto's annual general meeting.

Thales and Gemalto have also made available on their websites a French summary of the Offer Document including in particular the description of the tendering procedures applicable to French shareholders and the material French tax aspects of the Offer.

Creation of a global digital security leader By combining their businesses, Gemalto and Thales have the intention to create a leading global player in digital security.

Acceleration of Thales's digital strategy

Over the past three years, Thales has significantly increased its focus on digital technologies, investing over EUR 1 billion in connectivity, cybersecurity, data analytics and artificial intelligence, in particular with the acquisition of Sysgo, Vormetric and Guavus. The integration of Gemalto strongly accelerates this strategy, reinforcing Thales's digital offering, across its five vertical markets (aeronautics, space, ground transportation, defence and security).

Unique and innovative technology portfolio in IoT, mobile and cloud worlds

Combined with Gemalto's unique leading digital security portfolio, Thales will be ideally positioned to offer end-to-end solutions to secure the full critical digital decision chains, from data creation in sensors to real-time decision making. This unrivalled and innovative technology portfolio will put Thales in a highly differentiated position to provide enterprises and government agencies with a seamless response to the data security challenges that lie at the heart of their digital transformation.

Creation of a global leader in digital security and cybersecurity

By acquiring Gemalto, Thales adds around EUR 3 billion of revenue to its digital business sales and acquires a set of technologies and competencies that have applications across Thales's five vertical markets. The combination creates a powerhouse with a solution portfolio including security software, exper

LINK:	https://www.thalesgroup.com/en/worldwide/press-release/thales-launches...
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