
27.03.2018 Investors
Share
Share this article
Facebook
Twitter
Google Plus
LinkedIn
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
Most recent headlines
13/03/2025
WASHINGTON FCC Chairman Brendan Carr announced that the agency has launched a massive, new deregulatory initiative that could potentially subject virtually all ...
13/03/2025
SUNNYVALE, Calif. SDVI has announced that it has integrated its Rally media supply chain management platform with the Spectra Vail multi-cloud data management s...
13/03/2025
ATLANTA Gray Media has announced that the Federal Communications Commission (FCC) has granted a waiver of its local ownership rules to permit Gray Media to acqu...
13/03/2025
TV Tech: What do you anticipate will be the most significant technology trends at the 2025 NAB Show?...
13/03/2025
Watch Student Naomi Soleils Folk Pop Performance on The Voice The songwriting major sang Stars by Grace Potter and the Nocturnals during the blind auditions.
...
12/03/2025
O Spotify acaba de lan ar o relat rio Loud & Clear deste ano, uma vis o transpar...
12/03/2025
Spotify acaba de presentar el informe Loud & Clear de este a o, una mirada trans...
12/03/2025
Ramadan, a period of profound spiritual significance for Muslims worldwide, is a time for fasting, prayer, reflection, and community. Enrich your experience thi...
12/03/2025
Spotify has just unveiled this year's Loud & Clear report, a transparent loo...
12/03/2025
More than 70% of FAST programming has been produced since 2010, according to new Gracenote report
NEW YORK March 12, 2025 Gracenote, the content data busin...
12/03/2025
GEONA, Nev. Independent digital and linear advertising rep firm Viamedia will adopt cloud-based ShowSeeker Pilot as its primary ad campaign and order management...
12/03/2025
BRUSSELS Mediagenix has announced that Wael Yasin has joined the company as sales director Central Europe....
12/03/2025
LONDON A new study highlights opportunities for shoppable TV and the massive impact online consumer spending is having on the economy, with Omdia predicting tha...
12/03/2025
CUPERTINO, Calif. Interra Systems has announced that Comcast Technology Solutions has integrated recent updates to BATON Version 9 into its operations....
12/03/2025
Nevion announces new 400G addition to its eMerge SDN media fabric offering
Brie Clayton March 12, 2025
0 Comments
High-capacity switch enhances existi...
12/03/2025
DaVinci Resolve Studio Delivers Cinematic Sound for Adam Bol
Brie Clayton March 12, 2025
0 Comments
Feature film relies on DaVinci Resolve Studio for ...
12/03/2025
SVT Leverages Ateliere Live to Pioneer 100% Software-Defined Production at Rally...
12/03/2025
Berklee Awards Fenway Neighborhood Improvement Grant to Four Organizations A total of $17,000 will be distributed among the Boston-based nonprofits.
By
Madd...
12/03/2025
TVBEuropes Jenny Priestley sits down with new SMPTE president Richard Welsh to discuss his aims for the organisation going forward, its efforts to attract a you...
12/03/2025
The new process has significantly enhanced operational efficiencies, with automation freeing up creators to concentrate on higher value tasks
By Matthew Corrig...
12/03/2025
Jellyfish Pictures, which has offices in London and Sheffield, said it has been battling hard in the face of strong headwinds over the last 12 months
By Jenny ...
12/03/2025
Visit Booth #W2213 to Experience the Latest in AI-Driven Content Discovery and Workflow Automation
Bitcentral, a leader in media workflow solutions, is set to ...
12/03/2025
CHICAGO Jeff Lilly has been named WGN-TV director of technology effective March 17, 2025, according to Ric Harris, WGN-TV vice president and general manager....
12/03/2025
MOUNTAIN VIEW, Calif. A new study from LG Ad Solutions indicates that consumers want more features that would allow them to shop for products on the connected T...
12/03/2025
BOTHELL, Wash. The Alliance for IP Media Solutions (AIMS), Advanced Media Workflow Association (AMWA) and the Video Services Forum (VSF) will once again present...
12/03/2025
PHILADELPHIA Comcast announced that it has upgraded Xfinity Internet speeds for more than 20 million customers for no additional cost....
12/03/2025
Create with Maxon: Cinema 4D Fundamentals Workshop - March 12-14
Brie Clayton March 11, 2025
0 Comments
Makin' Waffles with Elly Wade
During Marc...
12/03/2025
Ottawa, Canada - March 12, 2025 - Ross Video is pleased to announce the appointment of Aaron Tunnell as Business Development Director, Cloud Solutions, reinforc...
12/03/2025
12 Mar 2025
VEON to release 4Q 2024 trading update on 20 March 2025 Dubai, 12 March 2025 - VEON Ltd. (NASDAQ: VEON), a global digital operator, today confirms ...
12/03/2025
Getting set for the Winter Olympics: Inside SVT's ongoing software-based pro...
12/03/2025
THE PLAYERS Championship 2025: AI Commentary, Shared-Reality Viewing at COSM, La...
12/03/2025
Seamless SMPTE 2110: A Discussion on Making the Move to IP Less Painful Leaders from Netflix, Monumental Sports & Entertainment, LinkedI, and Megapixel address ...
12/03/2025
Opening Doors of Perception: Meta's Ajit Ninan on Rethinking AR/MR Perceptua...
12/03/2025
With the 2025 Formula 1 season set to begin in Melbourne on March 16, Sky Sports is gearing up to deliver its most comprehensive F1 coverage yet. Following a th...
12/03/2025
Unicanal and Trece TV revolutionize Digital TV in Paraguay with Rohde & Schwarz ...
12/03/2025
Honoring Service, Celebrating Sport: Rohde & Schwarz UK Sponsors NavyFit Rugby D...
12/03/2025
New HVS-Q12 Represents a Quantum Leap in Switcher Design...
12/03/2025
Telespazio and ABS Expand Partnership to Deliver Tailored C-Band Connectivity So...
12/03/2025
ABC conducts independent audits across the TAG programs. In the March 2025 TAG s...
12/03/2025
Facebook
Twitter
LinkedIn
Moonlight: ESA program to create a satellite con...
12/03/2025
Facebook
Twitter
LinkedIn
In 2025, Thales ranks among the top 0.01% of the...
12/03/2025
Consumer show back following hugely successful first series
10 March 2025 Following a hugely successful first series, The Complaints Bureau returns to RT ...
11/03/2025
By Lucy Spicer
One of the most exciting things about the Sundance Film Festival...
11/03/2025
Salsa is making a comeback, captivating new listeners with its infectious energy...
11/03/2025
For many people, music can serve as a reflection of their roots and upbringing. ...
11/03/2025
The solution delivers reliable, scalable and secure connectivity for critical pu...
11/03/2025
SAN JOSE, Calif. Harmonic has announced that Weigel Broadcasting has deployed Harmonics VOS Media Software, which offers playout-to-delivery capabilities, inclu...
11/03/2025
NEW BERN, N.C. Wheatstone will introduce a Linux audio driver for its WheatNet IP audio network during the 2025 NAB Show, April 5-9, at the Las Vegas Convention...
11/03/2025
NEW YORK A new study finds that as TV viewership for women's sports surged by 131% in 2024, the programming also saw a 56% year-over-year increase in ad im...
11/03/2025
Powerful switcher for news studio
FOR-A, a cutting-edge video broadcast technology company backed by more than 50 years experience, has installed its HVS-1200 ...