SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Gemplus International S.A.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
Jean-Pierre Charlet
General Counsel and Company Secretary
c/o Gemalto N.V.
Koningsgracht Gebouw 1
Joop Geesinkweg 541-542
1096 AX
Amsterdam
The Netherlands
+31 205 620 680
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copes to:
Gregory B. Astrachan, Esq.
Jon J. Lyman, Esq.
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ England
+44 207 696 5454
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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LU012170629-4 |
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Page |
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2 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS:
Gemalto N.V. (formerly Axalto Holding N.V.) |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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00 |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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The Netherlands
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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612,877,593 |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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612,877,593 |
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WITH |
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SHARED DISPOSITIVE POWER: |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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612,877,593 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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96.67% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) is being filed with respect
to the beneficial ownership of Ordinary Shares (Ordinary Shares) of Gemplus International S.A., a
company incorporated under the laws of the Grand Duchy of Luxembourg (the Company), to amend the
Schedule 13D filed on May 26, 2006 (the Schedule 13D) and amended on June 2, 2006 (the Amendment
No. 1) and on August 30, 2006 (the Amendment No. 2). Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Schedule 13D, Amendment No. 1 and Amendment
No. 2.
Item 2. Identity and Background.
Schedule A to the Schedule 13D is hereby amended in its entirety as set forth in Schedule A hereto,
which is incorporated by reference in response to this Item 2.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended in its entirety as follows: |
On December 6, 2005, Gemalto N.V., then named Axalto Holding N.V. (Gemalto), entered into a
Combination Agreement (the Combination Agreement) with the Company, certain entities of the Texas
Pacific Group (the TPG Entities) and certain Quandt family entities and members (the Quandt
Entities and together with the TPG Entities, the Significant Shareholders) party thereto. The
TPG Entities and the Quandt Entities also each respectively entered into with Gemalto a
Contribution in Kind Agreement (together, the Contribution Agreements) under which each of them
agreed, subject to various conditions, to contribute the Contribution Shares to Gemalto,
constituting an aggregate of 43.6% of the outstanding Shares, in exchange for shares of Gemalto
(the Contribution). Under the Combination Agreement and the Contribution Agreements, the
Contribution of the Contribution Shares by the Significant Shareholders were made in exchange for
shares of Gemalto issued through an increase in the share capital of Gemalto reserved to the
Significant Shareholders, at a ratio of 2 Gemalto shares for every 25 Ordinary Shares (the
Exchange Ratio). Concurrent with the Contribution, the Company commenced the distribution pro
rata to all of its shareholders as of such date, including the TPG Entities and the Quandt
Entities, Euro 0.26 per Company share from its available share premium/reserves under the terms of
the Combination Agreement.
Under the terms of the Combination Agreement, on June 1, 2006 Gemalto made the requisite
filing with the French AMF to commence a global offer (the Offer) for the remaining Ordinary
Shares it does not then hold, at the Exchange Ratio. The French AMF published its avis de depot
relating to the Offer on June 2, 2006. On June 13, 2006, the French AMF published its décision de
recevabilité with respect to the Offer. On July 6, 2006, the French AMF published its visa and
approved the listing of Gemalto shares on the Euronext Paris. On July 10, 2006, Gemalto published
the note dinformation relating to the Offer in the French and the U.S. financial press. On July
11, 2006, the French AMF published its avis douverture regarding the Offer, allowing for
acceptances under the Offer.
The Offer expired on August 14, 2006. On August 25, 2006, Euronext announced that 324,481,977
Ordinary Shares had been tendered into the Offer. On August 25, 2006, Gemalto
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accepted for exchange an aggregate of 324,481,977 Ordinary Shares, representing 317,070,915
Ordinary Shares and 3,705,531 ADSs tendered, or 51.2% of the outstanding Ordinary Shares of the
Company. In addition, Gemalto accepted one Company warrant in exchange for one Gemalto warrant.
Following the settlement of the Offer on August 30, 2006, Gemalto held 599,295,777 Ordinary Shares
representing 94.56% of the share capital and 94.68% of the voting rights of the Company, as well as
one warrant issued by the Company. A copy of the press release issued by Gemalto on August 25,
2006, announcing the results of the Offer was filed as Exhibit 4
to the Amendment No. 2 and is incorporated herein
by reference.
As previously disclosed in the note dinformation relating to the Offer and as permitted under
French law, since Gemalto owned more than two-thirds of the share capital and voting rights of the
Company as a result of the Offer, Gemalto requested to reopen the Offer within 10 trading days
following the announcement by the AMF of the results of the Offer, at the same Exchange Ratio and
other terms and conditions as the Offer (the Subsequent Offer). On September 8, 2006, Gemalto
announced the opening of the Subsequent Offer commencing on September 12, 2006 and running through
October 9, 2006. During the Subsequent Offer, Gemalto accepted for exchange all outstanding
Ordinary Shares that were validly tendered prior to the expiration of the Subsequent Offer.
Ordinary Shares and the warrant tendered into the Offer, which expired on August 14, 2006, could
not be withdrawn during the Subsequent Offer.
On October 6, 2006, the AMF announced that the Subsequent Offer would be extended in order to
allow an independent expert to assess the evaluation methodology and price to be used for the
statutory sell-out right required by Luxembourg law (the Sell-Out Right Procedure). On November
2, 2006, the AMF announced that the Subsequent Offer would close on November 8, 2006. On November
17, 2006, Euronext announced that 13,581,816 Ordinary Shares had been tendered into the Subsequent
Offer. Following the settlement of the Subsequent Offer on November 21, 2006, Gemalto held
612,877,593 Ordinary Shares representing 96.67% of the share capital and 96.78% of the voting
rights of the Company. A copy of the press release issued by Gemalto on November 17, 2006,
announcing the results of the Subsequent Offer is attached hereto as Exhibit 5 and incorporated
herein by reference.
The Combination Agreement and Contribution Agreements were filed as Exhibits 1, 2 and 3 to the
Schedule 13D and the description of these agreements contained herein are qualified by their
entirety by reference to such Exhibits, which are incorporated by reference hereby.
Depending on the number of Ordinary Shares and ADSs that remain held by the public following
completion of the Offer, the Subsequent Offer and the Sell-Out Right Procedure, the ADSs may be
required to cease to be quoted on the Nasdaq National Market and/or the Ordinary Shares and ADSs
may become eligible for termination of registration under Section 12 of the Act; the Ordinary
Shares may likewise no longer meet the requirement for listing on Euronext Paris. Gemalto also
reserves the right, if available, to cause such termination of quotation, listing or registration
or termination of the Companys ADS program in the future.
Under the terms of the Combination Agreement, Gemalto and the Company will be separate legal
entities upon completion of the Offer, the Subsequent Offer and the Sell-Out Right Procedure.
Gemalto and the Company reserve the right to examine the possibility of
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restructuring the companies in the context of the business combination. To the extent a procedure
that would give Gemalto the right to acquire shares that it does not currently hold is available,
Gemalto reserves the right to conduct such a procedure or other transaction with similar effect,
including by statutory squeeze-out procedure or merger, if it determines to do so.
Except as set forth above, neither Gemalto nor any person named in Schedule A has any present
plans or proposals that relate to or would result in any of the actions required to be described in
Item 4 of Schedule 13D. Gemalto may, at any time, review or reconsider its position with respect
to the Company and formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
Items 5(a) (c) are hereby amended and restated in their entirety as follows:
(a) As a result of the transactions described in this statement, Gemalto directly owns
612,877,593 Ordinary Shares of the Company, which constitute approximately 96.67% of the
outstanding Ordinary Shares of the Company. The percentage used in this paragraph 5(a) is
calculated based upon 634,021,538 Ordinary Shares outstanding as of November 15, 2006 as
communicated by the Company on November 15, 2006.
(b) Gemalto holds voting and dispositive power over the 612,877,593 Ordinary Shares it owns.
(c) Pursuant to the Combination Agreement and the Contribution
Agreements, (i) on June 2, 2006, Gemalto acquired
274,813,800 Ordinary Shares in exchange for 21,985,104 Gemalto shares, and (ii) during the Offer from July 11, 2006 to August 14,
2006, Gemalto acquired 317,070,915 Ordinary Shares and 3,705,531 ADSs in exchange for 25,958,559
Gemalto shares. During the Subsequent Offer, Gemalto acquired 13,581,816 Ordinary Shares in
exchange for 1,086,546 Gemalto shares. Except for the Combination Agreement, Contribution
Agreements, the Offer, the Subsequent Offer, the Sell-Out Right Procedure and the transactions
contemplated thereby, neither Gemalto nor, to the best of its knowledge any of the directors or
executive officers listed in Schedule A hereto, has effected any transactions in the Ordinary
Shares in the last 60 days.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
5
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
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Gemalto N.V. |
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By: |
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/s/ Jean-Pierre Charlet |
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Name: Jean-Pierre Charlet
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Title: General Counsel and Company Secretary |
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[SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D WITH RESPECT TO
GEMPLUS INTERNATIONAL S.A.]
SCHEDULE A
Name, Address and Principal Occupation or Employment of Each Director and Executive
Officer of Gemalto N.V. (Gemalto)
The name and present occupation or employment of the executive officers and
directors of Gemalto are set forth below. The business address of the executive officers and
directors of Gemalto is Koningsgracht Gebouw 1, Joop Geesinkweg 541-542, 1096 AX, Amsterdam, The
Netherlands.
Directors of Gemalto
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Office and |
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Other principal |
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principal |
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occupation or |
Name |
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Citizenship |
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occupation |
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employment |
Alex Mandl
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American
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Executive Chairman
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Olivier Piou
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French
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Chief Executive Officer
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Kent Atkinson
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British
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Independent Director
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Senior independent
director and
Chairman of the
audit committees of
Coca-Cola HBC and
telent plc, a
non-executive
director and a
member of the audit
committees of
Standard Life plc
and Standard Life
Assurance Limited
and a member of
Standard Lifes
investment
committee |
David Bonderman
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American
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Non-Independent Director
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Principal and
general partner of
TPG |
Geoffrey Fink
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American and French
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Non-Independent Director
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Partner of Texas
Pacific Group
Europe LLP |
Johannes Fritz
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German
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Non-Independent Director
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Head of the Quandt
Family office |
John Omerod
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British
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Independent Director
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Member of the
boards of Misys,
Computacenter plc
and the group audit
committee of HBOS |
Arthur van der Poel
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Dutch
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Independent Director
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Chairman of the
Board of Directors
of MEDEA plus and
member of the
Supervisory Boards
of ASML, DHV and
PSV |
Michel Soublin
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French
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Independent Director
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Financial Adviser
at Schlumberger
Limited and member
of the Supervisory
Board of Atos
Origin |
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Office and |
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Other principal |
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principal |
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occupation or |
Name |
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Citizenship |
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occupation |
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employment |
John de Wit
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Dutch
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Independent Director
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Board of Advice
Nextrategy, Boer en
Croon B.V |
Executive Officers of Gemalto
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Name |
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Citizenship |
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Office and principal occupation |
Alex Mandl
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American
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Executive Chairman |
Olivier Piou
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French
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Chief Executive Officer |
Ernie Berger
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American
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North America
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Paul Beverly
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American
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Executive Vice President, Marketing
and Communication |
Philippe Cabanettes
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French
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Vice-President, Human Resources |
Michel Canitrot
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French
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Executive Vice President, Very Large Accounts
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Philippe Cambriel
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French
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Executive Vice President, Financial
Services and Corporate Security Product Line |
Xavier Chanay
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French
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CIS, Middle East and Africa |
Jean-Pierre Charlet
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French
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General Counsel and Company Secretary |
Eric Claudel
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French
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Latin America |
Claude Dahan
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French
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Executive Vice President, Sales |
Charles Desmartis
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French
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Chief Financial Officer |
Martin McCourt
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Irish
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South Asia |
Tommi Nordberg
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Finnish
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Executive Vice President, Identity Product Line |
Christophe Pagezy
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French
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Vice-President, Strategy Development |
Jean-François Schreiber
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French
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Executive Vice President, Strategy and Ventures |
Jacques Seneca
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French
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Europe |
Frans Spaargaren
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Dutch
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Chief Administrative Officer |
Teck Lee Tan
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Singaporean
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North Asia |
Emmanuel Unguran
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French
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Executive Vice President, Production Coordination |
Philippe Vallée
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French
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Executive Vice President, Telecommunications and
R&D |