Thales’s €4.8 Billion Offer for Gemalto

December 19, 2017

Cleary Gottlieb is advising Thales in connection with a recommended full cash offer for all of the issued and outstanding shares of Gemalto.

The offer, announced on December 17, 2017, has been unanimously recommended by Gemalto’s board of directors and unanimously approved by Thales’s board of directors. It is expected to be launched in Q1 2018, following approval of the offer document by the Dutch authority for financial markets (Stichting Autoriteit Financiële Markten).

If all of Gemalto’s shares are tendered in the offer, the total amount of the offer consideration would be €4.8 billion. The offer price of  €51 per share represents a 57 percent premium above Gemalto’s closing share price on December 8, 2017, 56 percent over the one-month volume weighted average price and 48 percent of the three-month volume weighted average price.

Gemalto is a global leader in digital security, with 2016 annual revenues of €3.1 billion and customers in over 180 countries.

Over the past three years, Thales has significantly increased its focus on digital technologies, and the integration of Gemalto reinforces Thales’s digital offering across its five vertical markets (aeronautics, space, ground transportation, defense and security).

On December 11, 2017, Atos, a French company active in digital transformation, made an unsolicited cash tender offer for all of the issued and outstanding shares of Gemalto at a price of €46 per share. The offer was rejected by Gemalto’s board of directors on December 13, 2017, and Atos confirmed on December 17, 2017, that it decided not to pursue its offer to acquire Gemalto at the offered price.