Filed by Axalto Holding N.V.
Pursuant to Rule 165 and Rule 425(a) under the United States Securities Act of 1933,
as amended
Pursuant to Rule 165 and Rule 425(a) under the United States Securities Act of 1933,
as amended
Subject Company: Gemplus International S.A.
Commission File No. 000-31052
Date: January 31, 2006
Commission File No. 000-31052
Date: January 31, 2006
On January 31, 2006, Axalto Holding N.V. issued the following press release.
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 (“SEC”) by Axalto. To the extent the prospectus/offer to exchange is filed
with the 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 SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains certain statements that are neither reported financial results nor
other historical information and other statements concerning Axalto, Gemplus and their combined
businesses after completion of the proposed combination. These statements include financial
projections and estimates and their underlying assumptions, statements regarding plans, objectives
and expectations with respect to future operations, events, products and services and future
performance. Forward-looking statements are generally identified by the words “expects”,
“anticipates”, “believes”, “intends”, “estimates” and similar expressions. These and other
information and statements contained in this communication constitute forward-looking statements
within the safe harbor provisions of U.S. federal securities laws. Although management of the
companies believe that the expectations reflected in the forward-looking statements are reasonable,
investors and security holders are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to predict and generally
beyond the control of the companies, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the forward-looking information and
statements, and the companies
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 communication include, but are not limited to: the
ability of the companies to integrate according to expectations; the ability of the companies to achieve the
expected synergies from the transaction; trends in wireless communication and mobile commerce
markets; the companies’ ability to develop new technology and the effects of competing technologies
developed and expected intense competition generally in the companies’ main markets; profitability
of expansion strategy; challenges to or loss of intellectual property rights; ability to establish
and maintain strategic relationships in their major businesses; ability to develop and take
advantage of new software and services; the effect of the transaction and any future acquisitions
and investments on the companies’ share prices; changes in global, political, economic, business,
competitive, market and regulatory forces; and those discussed by Gemplus in its filings with the
SEC, including under the headings “Cautionary Statement Concerning Forward-Looking Statements” and
“Risk Factors”. Moreover, neither the companies nor any other person assumes responsibility for the
accuracy and completeness of such forward-looking statements. The forward-looking statements
contained in this communication speak only as of this communication and the companies 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 or otherwise.
****
Not for distribution in Australia, Canada and Japan
Axalto shareholders approve
combination project with Gemplus
combination project with Gemplus
Amsterdam,
Tuesday
January 31st
2006 — Axalto Holding N.V. (Euronext NL0000400653 —
AXL) reports that its Extraordinary General Meeting of Shareholders convened today in the Sheraton
Amsterdam Airport Hotel, in order to approve the projected combination of the company with Gemplus International S.A. announced on December 7th 2005.
A very large majority adopted the single resolution put forth to shareholders vote, with over 99.9%
of votes cast in favor of the resolution (15 342 651 votes approved the resolution, no vote cast
against the resolution, and 51 votes abstained).
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 www.sec.gov.
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 www.sec.gov. 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 (www.amf-france.org).
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.
Forward-Looking Statements
This communication contains certain statements that are neither reported financial results nor
other historical information and other statements concerning Axalto, Gemplus and their combined
businesses after completion of the proposed combination. These statements include financial
projections and estimates and their underlying assumptions, statements regarding plans, objectives
and expectations with respect to future operations, events, products and services and future
performance. Forward-looking statements are generally identified by the words “expects”,
“anticipates”, “believes”, “intends”, “estimates” and similar expressions. These and other
information and statements contained in this communication constitute forward-looking statements
within the safe harbor provisions of U.S. federal securities laws. Although management of the
companies believe that the expectations reflected in the forward-looking statements are reasonable,
investors and security holders are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to predict and generally
beyond the control of the companies, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the forward-looking information and
statements, and the companies 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 communication include, but are not limited to: the
ability of the companies to integrate according to expectations; the ability of the companies to
achieve the expected synergies from the transaction; trends in wireless communication and mobile
commerce markets; the companies’ ability to develop new technology and the effects of competing
technologies developed and expected intense competition generally in the companies’ main markets;
profitability of expansion strategy; challenges to or loss of intellectual property rights; ability
to establish and maintain strategic relationships in their major businesses; ability to develop and
take advantage of new software and services; the effect of the transaction and any future
acquisitions and investments on the companies’ share prices; changes in global, political,
economic, business, competitive, market and regulatory forces; and those discussed by Gemplus in
its filings with the SEC, including under the headings “Cautionary Statement Concerning
Forward-Looking Statements” and “Risk Factors”. Moreover, neither the companies nor any other
person assumes responsibility for the accuracy and completeness of such forward-looking statements.
The forward-looking statements contained in this communication speak only as of this communication
and the companies 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 or
otherwise.
Axalto
| Media | Investor Relations | TBWA\Corporate | ||
Emmanuelle Saby
|
Stéphane Bisseuil | Emlyn Korengold | ||
T: + 33 1 46 00 71 04
|
T: + 33 1 46 00 70 70 | T: + 33 1 49 09 66 51 | ||
M: + 33 6 09 10 76 10
|
M: + 33 6 86 08 64 13 | M: + 33 6 08 21 93 74 | ||
esaby@axalto.com
|
sbisseuil@axalto.com | emlyn.korengold@tbwa-corporate.com |
About Axalto
Axalto (AXAL.PA — Euronext: NL0000400653 — AXL) is the world’s leading provider (Gartner 2005,
Frost & Sullivan 2004) of microprocessor cards — the key to digital networks — and a major supplier
of point-of-sale terminals. Its 4,500 employees, from over 60 nationalities, serve customers in
more than 100 countries, with worldwide sales reaching over 3 billion smart cards to date. The
company has 25 years’ experience in smart card innovation and leads its industry in security
technology and open systems.
Axalto creates new generations of products for use in a variety of applications in the
telecommunications, finance, retail, transport, entertainment, healthcare, personal identification,
information technology and public sector markets. Microprocessor cards provide convenience,
security and privacy to public and private services operators, their customers and end users.
For more information, please visit www.axalto.com