Success of Thales offer for Gemalto shares

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 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

Acceptance 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).

Settlement 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