Thales and Gemalto reach agreement with the Antitrust Division of the United States Department of Justice

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.

As announced by the United States Department of Justice (“DoJ”), Thales and Gemalto confirm today that they have reached an agreement with the Antitrust Division of the DoJ that will allow the companies to proceed with the Offer. 

Consistent with commitments already made to the European Commission and other regulatory authorities, the agreement requires the divestiture of Thales’s general purpose hardware security modules (GP HSM)1 business. 

The agreement with the DoJ remains subject to court approval. 

Thales and Gemalto expect to close the Offer in March 2019.

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 a dispensation 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).
 

About Thales 
The people we all rely on to make the world go round – they rely on Thales. Our customers come to us with big ambitions: to make life better, to keep us safer. 
Combining a unique diversity of expertise, talents and cultures, our architects design and deliver extraordinary high technology solutions. Solutions that make tomorrow possible, today. From the bottom of the oceans to the depth of space and cyberspace, we help our customers think smarter and act faster - mastering ever greater complexity and every decisive moment along the way. 
With 66,000 employees in 56 countries, Thales reported sales of €15.9 billion in 2018.
www.thalesgroup.com
About Gemalto
Gemalto is the global leader in digital security, with 2018 annual revenues of €3 billion and customers in over 180 countries. We bring trust to an increasingly connected world.
From secure software to biometrics and encryption, our technologies and services enable businesses and governments to authenticate identities and protect data so they stay safe and enable services in personal devices, connected objects, the cloud and in between.
Gemalto’s solutions are at the heart of modern life, from payment to enterprise security and the internet of things. We authenticate people, transactions and objects, encrypt data and create value for software – enabling our clients to deliver secure digital services for billions of individuals and things.
Our 15,000 employees operate out of 110 offices, 47 personalization and data centers, and 35 research and software development centers located in 47 countries.
www.gemalto.com
 

A definitive agreement for the sale of Thales’s GP HSM business has been signed with Entrust Datacard, as announced by Thales in the press release dated 22 February 2019.