EC greenlights Axalto and Gemplus merger

Source: Axalto

Axalto Holding N.V. (Euronext: NL0000400653 - AXL) and Gemplus International S.A. (Euronext: LU0121706294 - GEM and NASDAQ: GEMP) announce today that the European Commission has cleared the proposed Axalto and Gemplus combination under the EU merger regulation, with specific undertakings.

This step constitutes satisfaction of an important condition precedent to the proposed combination of the companies anticipated to occur upon the parties' satisfying the remaining conditions under their contractual agreements.

Axalto and Gemplus have committed to maintain their current business practices of patent licensing and making available to card competitors the interoperability information for Over The Air (OTA) SIM card administration.

Olivier Piou, Chief Executive Officer of Axalto, comments: "We are extremely pleased to see that the very comprehensive investigation conducted by the European authorities has led the Commission to approve the merger, and to conclude that the Axalto-Gemplus transaction would not harm the competitive environment. We are all really eager to start operating as the new company, Gemalto, as soon as the remaining conditions and practical matters per the contract have been satisfied”.

Alex Mandl, Chief Executive Officer of Gemplus, adds: "The conditions to this clearance are consistent with longstanding industry practices and will benefit the continuing growth of our industry. We look forward to the bright future of Gemalto as a new leader in digital security."

The shareholders and Boards of Directors of both companies have already approved the transaction. The US antitrust authorities have not raised objections to the transaction.

The European Commission clearance constitutes satisfaction of the final antitrust condition for the contribution of Texas Pacific Group and the Quandt family entities shareholdings in Gemplus to Axalto. As previously announced, this contribution in kind will be followed by a voluntary offer by Axalto to all remaining Gemplus shareholders at the same exchange ratio, subject to regulatory approvals.

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