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Outbyte PC Repair FREEClear out junk files and repair common Windows errorsFree Scan →Outbyte Driver Updater FREEFix the driver behind crashes, sound loss and screen glitchesFind Drivers →Axalto and Gemplus began combining on June 2, 2006, when Axalto became Gemalto and launched an exchange offer for the Gemplus shares it did not yet hold. That date marks Gemalto’s creation and the transaction’s first closing step—not the end of every share-acquisition procedure.
What happened on June 2, 2006?
On June 2, the principal Gemplus holdings of TPG and entities associated with the Quandt family were contributed to Axalto. Axalto Holding N.V. changed its name to Gemalto, and the company launched a public exchange offer for the remaining Gemplus shares. Under the offer, Gemplus shareholders could exchange 25 Gemplus shares for two Gemalto shares. [c003] [c004]
How did the merger proceed?
| Date | Transaction step |
|---|---|
| December 2005 | Axalto and Gemplus announced a proposed merger of equals to create Gemalto, subject to shareholder, regulatory and contractual conditions. [c001] |
| May 19, 2006 | The European Commission cleared the combination under the EU merger regulation, subject to undertakings concerning existing patent-licensing practices and interoperability information for OTA SIM-card administration. [c002] |
| June 2, 2006 | Major Gemplus shareholders contributed their holdings to Axalto; Axalto renamed itself Gemalto and launched the exchange offer for remaining Gemplus shares. [c003] [c004] |
| July–November 2006 | The voluntary exchange offer continued and was reopened through November 8. After the subsequent offer settled on November 21, a filing reported that Gemalto held 96.67% of Gemplus ordinary shares. Later share contributions and a statutory sell-out process were also part of the acquisition steps. [c004] |
Was this a straightforward purchase of Gemplus?
No. The companies described the agreement as a merger of equals, and the transaction used a staged share-based structure: major Gemplus shareholders first contributed shares to Axalto, followed by an exchange offer for other shareholders. It should not be characterized as a simple cash acquisition. [c001] [c004]
What was Gemalto before the merger?
Gemalto was Axalto Holding N.V. before the June 2, 2006 name change. The new name accompanied the first closing step of the combination with Gemplus. [c003]
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When the companies announced the deal in 2005, they forecast approximately €1.8 billion in combined pro forma revenue for 2005. That was an estimate at announcement, not a reported realized result. [c005]
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