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Gemplus Announces Agreement to Acquire Setec

Luxembourg (ots/PRNewswire)

Gemplus International S.A.
(Euronext: LU0121706294 - GEM and  NASDAQ: GEMP), the world's leading
provider of smart card-based solutions,  today announces the
signature of an agreement to acquire Setec, one of the  leading
companies in the electronic passport business and security printing
technologies, in a strategic move to complement activities from a
business  and a geographical perspective. Following the transaction
with a base  purchase price of 30 million euros and 19 million
Gemplus shares, Gemplus  will own 100% of Setec. Furthermore,
pursuant to an additional purchase  price mechanism, a maximum of 30
million Euros will be paid depending on a  defined order backlog at
the end of 2005. The transaction is expected to be  accretive from
the first year. The agreement is subject to certain standard  closing
conditions, including regulatory clearance.
Setec is a privately held company based in Finland with an annual
turnover of 58.5M EUR under Finnish GAAP and around 350 employees in
2004.  The company is growing above industry rates and enjoys strong
profitability.  Most activities are based in Nordic countries and the
company supplies  passports and e-passports to Finland, Sweden,
Denmark, Norway and Lithuania.  Setec is part of the consortium that
was recently awarded the Singaporean  e-passport, in cooperation with
Gemplus.
Setec fits perfectly into Gemplus' strategy for Identity and
Security as it has particular strength in this field with Government
and Identity solutions representing 59% of their annual revenue. In
addition to this, the company is well placed to take advantage of EMV
migration within the financial services industry and offers
complementary, geographical activities in Telecom.
This move strengthens Gemplus' expertise in the security printing
and polycarbonate business, critical for success in the Identity
market and for the migration from conventional ID documents to
electronic documents. With several major references in this domain,
Gemplus will become the undisputed leader in e-passport.
"The acquisition of Setec is an important step forward to increase
our business portfolio and obtain new technologies, while
complementing our existing structure. This is a big move for Gemplus
in accelerating the growth of our business and is consistent with our
strategy. We expect that the alliance of the two companies will add
to the strong organic growth in this market sector and the financial
results that we are all working towards", commented Alex Mandl,
President and Chief Executive Officer, Gemplus.
Jacques Seneca, Executive Vice President, Identity and Security,
Gemplus, will be appointed Chairman of Setec while Pekka Eloholma
will remain Chief Executive Officer of Setec. "We are looking forward
to combining Setec's strong Nordic presence and security printing
expertise with Gemplus' worldwide sales and technical network in
order to build up global operations for the Identity, Security and
Government sectors" said Mr. Seneca. "We have already demonstrated
the success of our collaboration with the e-passport project in
Singapore and aim to expand Setec's skills and competences to new
regions for future growth."
Pekka Eloholma, Chief Executive Officer, Setec, said "The
synergies between Gemplus and Setec are significant. We welcome this
as an opportunity to benefit from the size of Gemplus both in terms
of worldwide presence and as the leader in its industry. This is a
great opportunity for Setec to promote its technology and expertise
in different geographical markets".
About Gemplus
Gemplus International S.A. (Euronext: LU0121706294 - GEM and
NASDAQ: GEMP) is the world's leading player in the smart card
industry in both revenue and total shipments (source:
Gartner-Dataquest (2004), Frost & Sullivan, Datamonitor). It has sold
over 5 billion smart cards.
With security at its core, and 2400 patents and applications
produced by its innovative R&D team, Gemplus delivers a wide range of
portable, personalized solutions in areas including Identity, Mobile
Telecommunications , Public Telephony, Banking, Retail, Transport,
Healthcare, WLAN, Pay-TV, e-government, and access control.
Gemplus' revenue in 2004 was 865 million Euros.
www.gemplus.com
For more information, please contact:
Remi Calvet
    Senior Vice President, Corporate Communications
    Mob: +33-(0)-62-272-8158
     remi.calvet@gemplus.com
    Jane Strachey
    Corporate PR Manager
    Tel: +33-(0)-44-236-4661
    Mob: +33-(0)-67-649-3593
     Jane.strachey@gemplus.com
(c)2005 Gemplus. All rights reserved. Gemplus, the Gemplus logo,
are trademarks and service marks of Gemplus S.A. and are registered
in certain countries. All other trademarks and service marks, whether
registered or not in specific countries, are the property of their
respective owners.
Some of the statements contained in this release constitute
forward-looking statements. These statements relate to future events
or our future financial performance and involve known and unknown
risks, uncertainties, and other factors that may cause our or our
industry's actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activities, performance, or achievements expressed or
implied by such forward-looking statements. Actual events or results
may differ materially. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or
achievements. Factors that could cause actual results to differ
materially from those estimated by the forward-looking statements
contained in this release include, but are not limited to: trends in
wireless communication and mobile commerce markets; our ability to
develop new technology, and the effects of competing technologies
developed and expected intense competition generally in our main
markets; profitability of our expansion strategy; challenges to or
loss of our intellectual property rights; our ability to establish
and maintain strategic relationships in our major businesses; our
ability to develop and take advantage of new software and services;
and the effect of future acquisitions and investments on our share
price. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of such
forward-looking statements. The forward-looking statements contained
in this release speak only as of this release. We are under no duty
to update any of the forward-looking statements after this date to
conform such statements to actual results or to reflect the
occurrence of anticipated results.

Contact:

Remi Calvet, Senior Vice President, Corporate Communications, Mob:
+33-(0)-62-272-8158, remi.calvet@gemplus.com or Jane Strachey,
Corporate PR Manager, Tel: +33-(0)-44-236-4661, Mob:
+33-(0-)67-649-3593, Jane.strachey@gemplus.com

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