- Thales has decided to waive the Offer Condition with respect to the antitrust and foreign investment Regulatory Clearances in Russia
- All other Regulatory Clearances have already been obtained
- The Acceptance Period shall end at 17:40 CET on Thursday 28 March 2019
- Offer price: €51 per share
- If the offer is declared unconditional, the settlement is expected to occur on 2 April 2019
(BUSINESS WIRE/AETOSWire)-- Regulatory News:
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 Thales has decided to waive the Offer Condition with respect to the antitrust and foreign investment Regulatory Clearances in Russia1. Since all other Regulatory Clearances have been obtained, namely the antitrust clearances in Australia, China, the European Union, Israel, Mexico, New Zealand, South Africa, Turkey, and the United States, and clearances relating to foreign investments in Australia, Canada and the United States (CFIUS), the Offer Condition with respect to Regulatory Clearances has now been fulfilled.
In accordance with the dispensation (ontheffing) granted by the AFM on 9 August 2018 and the joint press release of Thales and Gemalto dated 10 August 2018, Gemalto shareholders have now 2 full weeks to tender their shares to the Thales offer. The Acceptance Period shall end at 17:40 CET on Thursday 28 March 2019 (the Acceptance Closing Time).
Acceptance by holders of Ordinary Shares
Shareholders who hold their Ordinary Shares through an Admitted Institution must make their acceptance known via their custodian, bank or stockbroker prior 17:40 CET, on Thursday 28 March 2019. Custodians, banks or stockbrokers may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate acceptances to ING Bank N.V. (the Settlement Agent) in a timely manner.
Admitted Institutions may tender Ordinary Shares for acceptance only to the Settlement Agent and only in writing. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have the Tendered Ordinary Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Ordinary Shares are being tendered in compliance with the restrictions as set out in Section 2 (Restrictions) and Section 3 (Important Information) of the Offer Document and the securities and other applicable laws and/or regulations of the jurisdiction(s) to which such Shareholder is subject, and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with the Tendered Ordinary Shares, and (iii) they undertake to transfer (leveren) these Tendered Ordinary Shares to Thales prior to or on the Settlement Date, provided Thales declares the Offer unconditional (gestand wordt gedaan).
Acceptance by holders of Ordinary Shares individually recorded in Gemalto's shareholders' register
Shareholders individually recorded in Gemalto's shareholders' register (Registered Holders) wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Settlement Agent in accordance with the terms and conditions of the Offer, no later than 17:40 CET on Thursday 28 March 2019. The acceptance forms are available upon request from the Settlement Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Shares referenced therein.
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