The boards of Axalto and Gemplus International, both leading digital security providers, have unanimously approved the terms of a recommended merger of equals to create Gemalto. The transaction will be structured as an exchange offer by Axalto for Gemplus, with an exchange ratio of 2 Axalto shares for every 25 Gemplus shares and a distribution of €0.26 per share to be made pre-offer by Gemplus to its shareholders. The distribution represents an amount of approximately €163mn based on current Gemplus shares outstanding. Texas Pacific Group and the Quandt family entities, Gemplus’ largest shareholders representing in aggregate 43.7% of Gemplus’ share capital, have agreed to contribute their shares to Axalto prior to the launch of the offer at the same exchange ratio. With expected combined 2005 pro-forma revenues of €1.8bn (US$2.1bn), the combination will create a world-class leader in digital security. The combined companies will have operations in over 50 countries, will have large operational centres in the Paris and Marseille areas and employ approximately eleven thousand people.
www.axalto.com
www.gemplus.com