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Thales Cash Offer for nCipher

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The offer value £24 million nCipher at £51 million

The boards of Thales UK, a wholly-owned subsidiary of Thales, and nCipher PLC announce that they have reached agreement on the terms of a recommended cash offer to be made by Thales UK for the entire issued and to be issued share capital of nCipher.
 
The Directors of nCipher, who have been so advised by Jefferies, consider the terms of the offer to be fair and reasonable. In providing their advice, Jefferies has taken into account the commercial assessments of the Directors of nCipher.
 
Accordingly, the Directors of nCipher intend unanimously to recommend that nCipher Shareholders vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM.
 
The Offer values the existing issued ordinary share capital of nCipher at approximately £50.7 million.
 
Background to and reasons for the Offer
The acquisition of nCipher will enhance the combined group's reputation as one of the most technologically advanced players in the e-security industry. The combined group will leverage both Thales’ and nCipher’s encryption and key management expertise and support services capability in the market for high assurance cryptographic security and will add to Thales’ products and services range, allowing the combined group to offer a more comprehensive suite to customers. In addition, nCipher's global footprint of regional offices will not only contribute to and complement Thales’ international network but also benefit from a much wider distribution base, enabling the combined group to better service the demands of its increasingly multinational customers.
 
Thales UK considers the acquisition of nCipher to be an attractive opportunity to add important expertise, technologies and capabilities to Thales UK’s offering, reinforcing its position in the internet security sector. The acquisition would also provide Thales UK with additional focus on key emerging technologies and vertical applications such as data protection, enterprise key management and identity management. Thales UK believes the Offer extends its commitment to providing a comprehensive suite of security solutions to its customers.

Our comments :

nCipher Corporation Limited was founded by Alex van Someren and Dr. Nicko van Someren in March 1996, and its first office was opened in Cambridge, England. In September 2000, nCipher Limited (now nCipher plc) was incorporated and became the holding company of nCipher Corporation Limited as a result of a share-for-share exchange with the shareholders of nCipher Corporation Limited.

nCipher operates and sells security products worldwide through a network of partners and offices in the UK, Europe, Asia-Pacific Rim and the US.

The form acquires the IP and assets of NeoScale Systems in December 2007 to get access to storage market with data encryption appliance and expand opportunity for its keyAuthority.

The company had 181 employees at the end of 2007.

Thales is an international electronics and systems group, addressing defence, aerospace and security markets worldwide. To this end, the group’s civil and military businesses develop in parallel and share a common base of technologies to serve the security of people, property and nations. It builds its growth on its multi-domestic strategy based on partnerships with national customers and market players, while leveraging its expertise to support local technology and industrial development. The Thales Group has 67,000 employees in 50 countries with 2007 revenues of £8.3 billion.

The Thales Group in the UK employs 8,500 staff based at 50 locations. In 2007, its revenues were £1.2 billion.

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