Thales-Gemalto Merger to Move Forward With or Without Russian Approval

Thales is now ready to move ahead with its acquisition of Gemalto, even if the merger has not obtained all of the global regulatory clearances yet.

The companies have announced that Thales is waiving the Offer Condition pertaining to antitrust and foreign investment regulations in Russia, the last remaining country in which the merger has not yet been approved by regulatory authorities. This means that Thales’ acquisition offer is now officially on the table; if it is accepted by Gemalto shareholders and the merger moves forward, Gemalto’s Russian business will be folded into the new entity whenever it obtains the necessary regulatory clearances from Russian authorities.

Gemalto shareholders now have two weeks to tender their shares, with Thales offering a purchase price of €51 per share. The Acceptance Period will officially close at 5:40pm CET on March 28th. If the offer is accepted and declared unconditional, the deal is expected to close on April 2nd.

The companies’ announcement signals the beginning of the end of an extensive saga, with Thales having made its acquisition offer in March of last year. The company initially sought to complete its acquisition of Gemalto in the second half of 2018, but having been compelled to push back its deadline after the European Commission announced an intensive antitrust investigation into the matter, since Gemalto and Thales together comprise a sizeable portion of Europe’s Hardware Security Module market. Thales ultimately agreed to divest itself of its HSM business, paving the way for the ensuing regulatory clearances from authorities around the world.