Market Overview

Thales and Gemalto Announce Regulatory Clearance from the Minister of Innovation in Canada


Regulatory News:

Reference is made to the joint press release by Thales (Euronext Paris:
HO) and Gemalto (Euronext Amsterdam and Paris: GTO) dated 27 March 2018
in relation to the launch of the recommended all-cash offer by Thales
for all the issued and outstanding shares of Gemalto (the "Offer"), the
publication of the Offer Document, and the joint press release of Thales
and Gemalto dated 10 August 2018 in relation to the further extension of
the Acceptance Period. Terms not defined in this press release will have
the meaning as set forth in the Offer Document.

Thales and Gemalto today announce that they have received foreign
investment Regulatory Clearance in Canada.

Together with the anti-trust clearance obtained in China and Israel, and
clearance relating to foreign investments in Australia, Thales and
Gemalto have obtained 4 of the required 14 Regulatory Clearances.

Thales and Gemalto continue to work constructively with the competent
antitrust authorities to obtain the remaining Regulatory Clearances in
Australia, for the European Union, in Mexico, in New Zealand, in Russia,
in South Africa, in Turkey, and in the United States. In addition,
Thales and Gemalto are seeking CFIUS approval in the United States and
Regulatory Clearance relating to foreign investments from the competent
authority in Russia.

As expected, the transaction should close shortly after all of the
Regulatory Clearances have been secured which should occur before the
end of 2018.

Further announcements will be made if and when a Regulatory Clearance
has been obtained or the Offer Condition with respect to Regulatory
Clearances is satisfied, waived or has become incapable of being
satisfied, or as otherwise required by applicable law. As announced on
10 August 2018, the Acceptance Period has been further extended by
Thales in accordance with an exemption granted by the Dutch financial
markets authority (AFM) and will end two weeks after the fulfilment of
the Offer Condition with respect to Regulatory Clearances or the waiver
thereof (but no later than the Long Stop Date).


This is a joint press release by Thales and Gemalto pursuant to
Section 4, paragraph 3 of the Dutch decree on public takeover bids
(Besluit openbare biedingen Wft) and section 17 paragraph 1 of the
European Market Abuse Regulation (596/2014) in connection with the
recommended all-cash offer by Thales for all the issued and outstanding
shares in the capital of Gemalto, including all American depositary
shares. This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities in
Gemalto. Any offer is only made by means of the Offer Document dated 27
March 2018, which is available on the website of Thales at
and on the website of Gemalto at

About Thales

The people we all rely on to make the world go round – they rely on
Thales. Our customers come to us with big ambitions: to make life
better, to keep us safer.

Combining a unique diversity of expertise, talents and cultures, our
architects design and deliver extraordinary high technology solutions.
Solutions that make tomorrow possible, today. From the bottom of the
oceans to the depth of space and cyberspace, we help our customers think
smarter and act faster - mastering ever greater complexity and every
decisive moment along the way.

With 65,000 employees in 56 countries, Thales reported sales of €15.8
billion in 2017.

About Gemalto

Gemalto is the global leader in digital security, with 2017 annual
revenues of €3 billion and customers in over 180 countries. We bring
trust to an increasingly connected world.

From secure software to biometrics and encryption, our technologies and
services enable businesses and governments to authenticate identities
and protect data so they stay safe and enable services in personal
devices, connected objects, the cloud and in between.

Gemalto's solutions are at the heart of modern life, from payment to
enterprise security and the internet of things. We authenticate people,
transactions and objects, encrypt data and create value for software –
enabling our clients to deliver secure digital services for billions of
individuals and things.

Our 15,000 employees operate out of 112 offices, 43 personalization and
data centers, and 30 research and software development centers located
in 48 countries.

Notice to U.S. holders of Gemalto Shares
The Offer is made
for the securities of Gemalto, a public limited liability company
incorporated under Dutch Law, and is subject to Dutch disclosure and
procedural requirements, which are different from those of the United
States of America. The Offer is made in the United States of America in
compliance with Section 14(e) of the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act"), and the applicable rules and
regulations promulgated thereunder, including Regulation 14E (subject to
any exemptions or relief therefrom, if applicable) and otherwise in
accordance with the requirements of Dutch law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with
respect to the Offer timetable, settlement procedures, withdrawal,
waiver of conditions and timing of payments that are different from
those applicable under U.S. domestic tender offer procedures and laws.

The receipt of cash pursuant to the Offer by a U.S. holder of Gemalto
Shares may be a taxable transaction for U.S. federal income tax purposes
and under applicable state and local, as well as foreign and other tax
laws. Each holder of Gemalto shares is urged to consult his independent
professional advisor immediately regarding the tax consequences of
accepting the Offer.

To the extent permissible under applicable laws and regulations,
including Rule 14e-5 under the U.S. Exchange Act, and in accordance with
normal Dutch practice, Thales and its affiliates or its broker and its
broker's affiliates (acting as agents or on behalf of Thales or its
affiliates, as applicable) may from time to time after the date of the
joint press release by Thales and Gemalto dated 17 December 2017, and
other than pursuant to the Offer, directly or indirectly purchase, or
arrange to purchase Shares or any securities that are convertible into,
exchangeable for or exercisable for such Shares. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In no event will any such purchases
be made for a price per Share that is greater than the Offer Price. To
the extent information about such purchases or arrangements to purchase
is made public in The Netherlands, such information will be disclosed by
means of a press release or other means reasonably calculated to inform
U.S. shareholders of Gemalto of such information. No purchases will be
made outside of the Offer in the United States of America by or on
behalf of the Thales or its affiliates. In addition, the financial
advisors to Thales may also engage in ordinary course trading activities
in securities of Gemalto, which may include purchases or arrangements to
purchase such securities. To the extent required in The Netherlands, any
information about such purchases will be announced by press release in
accordance with Section 5 paragraph 4 or Section 13 of the Dutch decree
on public takeover bids (Besluit openbare biedingen Wft) and
posted on the website of Thales at

The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this document should inform themselves of
and observe these restrictions. To the fullest extent permitted by
applicable law, Thales and Gemalto disclaim any responsibility or
liability for the violation of any such restrictions by any person. Any
failure to comply with these restrictions may constitute a violation of
the securities laws of that jurisdiction. Neither Thales, nor Gemalto,
nor any of their advisors assumes any responsibility for any violation
by any of these restrictions. Any Gemalto shareholder who is in any
doubt as to his position should consult an appropriate professional
advisor without delay.

Forward Looking Statements
This press release may include
'"forward-looking statements" and language indicating trends, such as
the words "anticipate", "expect", "approximate", "believe", "could",
"should", "will", "intend", "may", "potential" and other similar
expressions. These forward-looking statements are only based upon
currently available information and speak only as of the date of this
press release. Such forward-looking statements are based upon
management's current expectations and are subject to a significant
business, economic and competitive risks, uncertainties and
contingencies, many of which are unknown and many of which Thales and
Gemalto are unable to predict or control. Such factors may cause Thales
and/or Gemalto's actual results, performance or plans with respect to
the transaction between Thales and Gemalto to differ materially from any
future results, performance or plans expressed or implied by such
forward-looking statements. Neither Thales nor Gemalto, nor any of their
advisors accepts any responsibility for any financial information
contained in this press release relating to the business or operations
or results or financial condition of the other or their respective
groups. We expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the expectations with regard
thereto or any change in events, conditions or circumstances on which
any such statement is based.

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