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Gemalto Rejects Unsolicited and Conditional Proposal by Atos

Gemalto believes it is best positioned to grow successfully on a stand-alone basis.

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By: DAVID SAVASTANO

Contributing Editor, Coatings World and Ink World, Coatings World and Ink World Magazine

Gemalto N.V. announced that it has rejected the unsolicited and conditional proposal by Atos SE for a possible recommended cash offer for all issued and outstanding shares of the Company at an offer price of €46 per share (cum dividend) set forth in letters received from Atos on Nov. 28, Dec. 8 and Dec. 11, 2017, and as announced by Atos on Dec. 11, 2017.
 
Gemalto, the world leader in digital security, believes it is best positioned to grow successfully on a stand-alone basis and create long term value for its stakeholders, including its shareholders.
 
“In 11 years, we have turned Gemalto into a technology blue-chip, recognized in over 180 countries throughout the world,” said Gemalto CEO Philippe Vallée. “In 11 years, the company has created 5 000 jobs. In 11 years, Gemalto has become the world leader in digital security. We have taken the measure of the recent changes in our historical markets, taken the responsible decisions and are now focused on leveraging the many opportunities of our fast-growing markets.”
 
In its review, the Board of Directors considers that the proposal significantly undervalues the company, in that the timing of the proposal is opportunistic: the proposed offer price represents a discount of 27.4% vs. Gemalto’s last 12-month high and a premium of only 3.5% vs. Gemalto’s 12-month average share price.
 
The Board of Directors also noted that Atos’ Proposal is not reflective of a friendly and collaborative approach as it was not preceded by customary exploratory discussions, the announcement of the Proposal was done unilaterally and Atos indicated its intention to file an offer memorandum with the AFM irrespective of whether it has reached agreement with Gemalto.

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