Gemalto Shareholders Accept Thales’ Acquisition Offer

It’s official: Thales and Gemalto are merging.

With the March 28th deadline for Gemalto shareholders to accept Thales’ acquisition offer now passed, the companies report that 85.58 percent of shares have been tendered, rendering the deal unconditional. As of April 1st, Gemalto will be consolidated into Thales’ financial statements, while payment of the share offer will go out on April 2nd, with a post-closing acceptance period to conclude on April 15th.

“The integration of Gemalto marks the start of a bold new chapter in the history of Thales,” said Thales CEO Patrice Caine in a statement announcing the development. “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.”

It’s the culmination of a long saga, with Thales having first made its acquisition offer over a year ago. Going into the summer of 2018, it appeared likely that the merger would proceed smoothly, but a wrench was thrown into the machinery when the European Commission announced in July that it would launch an in-depth investigation into antitrust concerns revolving around Thales’ and Gemalto’s status as major Hardware Security Module providers in Europe and beyond. The announcement prompted Thales and Gemalto to extend their acquisition deadline in 2019, with the companies waiting for approval from a number of regulatory agencies around the world.

Thales ultimately agreed to divest its HSM business in order to secure regulatory approval for the merger, and in mid-March it announced that it would waive a final Offer Condition requiring regulatory approval from Russian authorities, clearing the way for the company to set its final deadline for its offer. And with a vast majority of Gemalto shareholders now having taken it up, the companies are as good as merged.