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European Commission Approves Merger of Axalto-Gemplus

Amsterdam, Netherlands and Luxembourg (ots/PRNewswire)

Holding N.V. (Euronext: NL0000400653 - AXL) and Gemplus International
S.A. (Euronext: LU0121706294 - GEM and NASDAQ: GEMP) announce today
that the European Commission has cleared the proposed Axalto and
Gemplus combination under the EU merger regulation, with specific
undertakings. This step constitutes satisfaction of an important
condition precedent to the proposed combination of the companies
anticipated to occur upon the parties' satisfying the remaining
conditions under their contractual agreements.
Axalto and Gemplus have committed to maintain their current
business practices of patent licensing and making available to card
competitors the interoperability information for Over The Air (OTA)
SIM card administration.
Olivier Piou, Chief Executive Officer of Axalto, comments: "We are
extremely pleased to see that the very comprehensive investigation
conducted by the European authorities has led the Commission to
approve the merger, and to conclude that the Axalto-Gemplus
transaction would not harm the competitive environment. We are all
really eager to start operating as the new company, Gemalto, as soon
as the remaining conditions and practical matters per the contract
have been satisfied".
Alex Mandl, Chief Executive Officer of Gemplus, adds: "The
conditions to this clearance are consistent with longstanding
industry practices and will benefit the continuing growth of our
industry. We look forward to the bright future of Gemalto as a new
leader in digital security."
The shareholders and Boards of Directors of both companies have
already approved the transaction. The US antitrust authorities have
not raised objections to the transaction.
The European Commission clearance constitutes satisfaction of the
final antitrust condition for the contribution of Texas Pacific Group
and theQuandt family entities shareholdings in Gemplus to Axalto. As
previously announced, this contribution in kind will be followed by a
voluntary offer by Axalto to all remaining Gemplus shareholders at
the same exchange ratio, subject to regulatory approvals.
    Axalto:                            Gemplus:
    Corporate Media Relations          Senior Vice-President, Corporate
    Emmanuelle SABY                    Communications
    M.: +33(0)-6-09-10-76-10           Rémi CALVET                   M.: +33(0)-06-22-72-81-58
    TBWA \ CORPORATE                   Edelman Paris
    Emlyn KORENGOLD                    Frédéric BOULLARD
    T.: +33(0)-1-49-09-66-51           T.: +33(0)-1-56-69-73-95
    Investor Relations
    Stéphane BISSEUIL
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 100 F Street, N.E., 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.


Corporate Media Relations, Emmanuelle SABY, 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)-1-55-01-50-97, M.:+33(0)-6-86-08-64-13,, Senior Vice-President, Corporate
Communications, Rémi CALVET, M.: +33(0)-06-22-72-81-58,, Edelman Paris, Frédéric BOULLARD, T.:

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