The Russians Can Wait: Gemalto Sale Moves Ahead as Moscow Lags

Paris-based security multinational Thales has tweaked its offer conditions for a €4.8 billion buyout of Holland’s Gemalto, saying it is waiving the requirement that approval be given by Russian competition regulators before the deal proceeds.

The unusual announcement today comes as the company said it won approval from all other regulators, including in Australia, China, the European Union, Israel, Mexico, New Zealand, South Africa, Turkey, and the United States.

As a result Gemalto shareholders have now two weeks to tender their shares to the Thales offer, the company said: “The Acceptance Period shall end at 17:40 CET on Thursday 28 March 2019 (the Acceptance Closing Time).”

See also: EU Demands Divestment as it Approves Thales’ €4.8 Billion Gemalto Takeover

“If the offer is declared unconditional, the settlement is expected to occur on 2 April 2019”, Thales said in a public statement on Thursday./

“Thales has decided to waive the Offer Condition with respect to the antitrust and foreign investment Regulatory Clearances in Russia” Thales said.

“Since all other Regulatory Clearances have been obtained… the Offer Condition with respect to Regulatory Clearances has now been fulfilled.”

gemalto sale — A staff member at Cholet, a strategic Thales site for radiocommunications and cybersecurity technologies. Credit: Thales

A Thales spokesman told Computer Business Review: ““Under the conditions set forth in the offer document, the AFM, the Dutch Financial markets regulatory authority, grants us an option to issue a waiver to a regulatory authorization, in order to continue the acquisition programme even if certain authorizations haven’t been given by the March 31 deadline.”

He added: “We still need to obtain the authorization from Russia but this waiver allows us to continue on track with the acquisition whilst in parallel, continuing discussion with the Russian Authorities.”

Russia’s Federal Antimonopoly Service (FAS) has been contacted for comment.

Gemalto Sale Creates HSM Heavyweight

Thales and the Netherlands’ Gemalto are the world’s two largest Hardware Security Module (HSM) producers, with customers including major cloud services providers and leading banks.

Regulators demanded divestment by Thales of its global general purpose HSM business, marketed under the nShield brand before the deal went ahead, with the European Commission finding that the combined entity would otherwise be a competition risk.

Minnesota-based Entrust Datacard a significant provider of Public Key Infrastructure (PKI) solutions — one of the primary use cases for HSMs — made a successful bid for nCipher late last month following the closely watched divestment.