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US Antitrust Authorities Raise No Objection to Gemalto Transaction

Amsterdam and Luxembourg (ots/PRNewswire)

- Not for Distribution in Canada, Australia or Japan
Axalto Holding N.V. (Euronext: NL0000400653 - AXL) and Gemplus
International S.A. (Euronext: LU0121706294 - GEM and NASDAQ: GEMP)
announce today that the US Department of Justice has raised no
objection to the proposed transaction between Axalto and Gemplus.
Following the expiration on March 8, 2006 of the waiting period
under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976,
subsequent to the filing of a Premerger Notification and Report Form
on February 6th, 2006 with the Antitrust Division of the U.S.
Department of Justice and the Bureau of Competition of the Federal
Trade Commission, Axalto and Gemplus have now satisfied their
obligations under the US antitrust laws in respect of the proposed
This step constitutes satisfaction of another condition to the
contemplated combination of Axalto and Gemplus.
The companies are now concentrating efforts to obtain the
remaining approvals and to satisfy the remaining conditions for the
transaction concerned.
The transaction was previously unanimously approved by the Boards
of Directors of both companies and the required shareholders
resolutions relating to the transaction have been approved by a vast
majority of the shareholders.
    Corporate Media Relations
    Emmanuelle Saby
    T.: +33(0)-1-46-00-71-04
    M.: +33(0)-6-09-10-76-10
    Emlyn Korengold
    T.: +33(0)-1-49-09-66-51
    M.: +33(0)-6-08-21-93-74
    Investor Relations
    Stéphane Bisseuil
    Senior Vice-President, Corporate Communications
    Rémi Calvet
    M.: +33(0)-06-22-72-81-58
    Edelman Paris
    Frédéric Boullard
    T.: +33(0)-1-56-69-73-95
    Investor Relations
    Céline Berthier
    T.: +41-22-544-50-54
Important information
Investors and security holders are strongly advised to read, when
they become available, the prospectus/offer to exchange and related
exchange offer materials regarding the business combination
transaction referenced in this press release, as well as any
amendments and supplements to those documents because they will
contain important information. When available, the prospectus/offer
to exchange and the other documents may also be obtained from Axalto
Investor Relations. If required, the prospectus/offer to exchange
will be filed with the Securities and Exchange Commission by Axalto.
To the extent the prospectus/offer to exchange is filed with the
Securities and Exchange Commission ("SEC"), security holders may
obtain a free copy of the prospectus/offer to exchange (when
available) and other related documents filed by Axalto at the
Commission's website at Investors and security holders
who are US persons or who are located in the United States should
also read any solicitation/recommendation statement of Gemplus on
Schedule 14D-9 when and if filed by Gemplus with the SEC because it
will contain important information. The solicitation/recommendation
statement and other public filings made from time to time by Gemplus
with the SEC are available without charge from the SEC's website at This document, if issued, will also be available for
inspection and copying at the public reference room maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, United States.
For further information about the public reference room, call the SEC
at +1-800-732-0330. In France, holders of Gemplus securities are
requested, with respect to the offer, to refer, when filed by Axalto,
to the prospectus (note d'information) that will be available on the
website of the AMF ( This communication does not
constitute an offer to purchase or exchange or the solicitation of an
offer to sell or exchange any securities of Axalto or an offer to
sell or exchange or the solicitation of an offer to buy or exchange
any securities of Gemplus, nor shall there be any sale or exchange of
securities in any jurisdiction in which such offer, solicitation,
sale or exchange would be unlawful prior to the registration or
qualification form the laws of such jurisdiction. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. The solicitation of
offers to buy any Gemplus ordinary shares (including Gemplus shares
represented by Gemplus American Depositary Shares) in the United
States will only be made pursuant to a prospectus/offer to exchange
and related offer materials that Axalto expects to send to holders of
Gemplus securities, in accordance with or pursuant to an exemption
from the U.S. securities laws. Unless otherwise determined by Axalto,
it is not intended that any offer will be made, directly or
indirectly, in or into Australia, Canada or Japan and in such
circumstances it will not be capable of acceptance in or from
Australia, Canada or Japan. Accordingly, copies of this announcement
are not being, and must not be, mailed or otherwise distributed or
sent in or into Australia, Canada or Japan. Custodians, nominees and
trustees should observe these restrictions and should not send or
distribute this announcement in or into Australia, Canada or Japan.


Axalto: Corporate Media Relations, Emmanuelle Saby, T.:
+33(0)-1-46-00-71-04, M.: +33(0)-6-09-10-76-10,;
TBWA CORPORATE, Emlyn Korengold, T.: +33(0)-1-49-09-66-51,
M.:+33(0)-6-08-21-93-74,; Investor
Relations, Stéphane Bisseuil, T.:+33(0)-1-46-00-70-70,
M.:+33(0)-6-86-08-64-13,; Gemplus: Senior
Vice-President, Corporate, Communications, Rémi Calvet, M.:
+33(0)-06-22-72-81-58,; Edelman Paris,
Frédéric Boullard, T.: +33(0)-1-56-69-73-95,; Investor Relations, Céline Berthier,
T.: +41-22-544-50-54,

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