MONTH-IN-BRIEF (Dec 2018)
International M&A
European Commission Conditionally Approves Thales’ €4.8-billion Bid for Gemalto
By Lora Wuerdeman
On December 11, 2018, the European Commission (the “Commission”) approved the €4.8 billion proposed acquisition of international digital security company, Gemalto (“Gemalto”) by French aerospace and defense company, Thales (“Thales”). Since Thales and Gemalto are the two largest manufacturers of general-purpose hardware security modules (“HSMs”), the Commission’s approval is conditioned upon Thales’ commitment to sell its global general-purpose HSMs business, nShield. According to Commissioner Margrethe Vestager, who is in charge of competition policy, “[t]he importance of data security solutions to protect critical social, commercial or personal information is increasing. Today’s decision allows the creation of a strong European player in this market, while still ensuring that the merger will not prevent customers from continuing to enjoy fair prices and innovative products.” Thales and Gemalto originally announced the transaction on March 27, 2017. Thales’ made an all cash offer to the holders of issued and outstanding shares in Gemalto for €51.00 per share. By combining their businesses, Gemalto and Thales intend to create a global player in digital security. Thales and Gemalto expect the transaction to close shortly after all regulatory clearances have been secured which is expected to occur in the first quarter of 2019. They have currently obtained eight of the fourteen required clearances.
