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 merger control Regulatory Clearances from both the Australian Competition and Consumer Commission and the Mexican competition authority (Comisión Federal de Competencia Económica), following Thales’s commitment to divest its general purpose hardware security modules (GP HSM) business globally1 to a suitable purchaser. This clearance is effective immediately.
Together with the antitrust clearances obtained in China, Israel, New Zealand, South Africa, Turkey, and the European Union, and clearances relating to foreign investments in Australia, Canada and the USA (CFIUS), Thales and Gemalto have now obtained 11 of the required 14 Regulatory Clearances.
Thales and Gemalto continue to work constructively with the competent antitrust authorities to obtain the remaining merger control Regulatory Clearances in Russia and the United States. In addition, Thales and Gemalto are seeking Regulatory Clearance relating to foreign investments from the competent authority in Russia.
The transaction should close shortly after all of the Regulatory Clearances have been secured, which is expected to occur in the first quarter of 2019, as announced in the joint press release dated 11 October 2018.
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 an exemption 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).