Thales and Exail Technologies sign tender offer agreement

On July 30, 2026, Thales (Euronext Paris: HO) and Exail Technologies (Euronext Paris: EXA) executed a tender offer agreement, following the negotiation announcement made on July 6, 2026.

This agreement outlines the terms regarding Thales’s acquisition of all shares and ODIRNANE bonds issued by Exail Technologies that are not held by the Gorgé family, through a mandatory tender offer (the “Offer”). Thales plans to file this Offer after the acquisition of the Gorgé family’s stake, which constitutes 35.51% of Exail Technologies’ share capital. The terms, including a price of €134.00 per share, remain consistent with the earlier announcement.

The Board of Directors of Exail Technologies has appointed Ledouble, represented by Olivier Cretté and Romain Delafont, as an independent expert regarding the Offer, following a proposal from the ad hoc committee. The transaction received unanimous and favorable approval from Exail Technologies’ Board of Directors, who will issue a reasoned opinion (“avis motivé”) based on the fairness opinion provided by the independent expert.

As previously indicated, the closing of the acquisition of the Gorgé family’s stake is anticipated by Q3 2027, pending customary regulatory approvals, including antitrust regulations. After this, the mandatory tender offer for 100% of Exail Technologies’ shares and ODIRNANE bonds will be submitted to the Autorité des marchés financiers, with an expected closing by early 2028 at the latest.

¹ This excludes 1 million shares (around 5.9% of the share capital) subject to a securities lending arrangement associated with the hedging of the ODIRNANE bonds issued by Exail Technologies. Shares not tendered in the mandatory offer and returned to Gorgé SA will be acquired by Thales after the conclusion of the mandatory offer, in accordance with the terms of the securities lending arrangements.

² Based on a total of 17,044,747 shares comprising the share capital of Exail Technologies, which translates to 23,056,746 theoretical voting rights as of May 13, 2026.

About Thales

Thales (Euronext Paris: HO) is a global frontrunner in advanced technologies for the Defence, Aerospace, and Cyber & Digital sectors. The company allocates €4.5 billion annually towards Research & Development in vital areas, particularly in critical environments like Artificial Intelligence, Cybersecurity, Quantum and Cloud technologies. With over 85,000 employees across 65 countries, Thales reported sales of €22.1 billion in 2025.

About Exail Technologies

Exail Technologies is an industrial group specializing in cutting-edge technology, particularly in autonomous robotics, navigation, aerospace, and photonics, with a fully integrated approach to design, manufacturing, and deployment. As a prominent European ITAR-free entity, it ranks as the leading European firm in maritime robotics (mine countermeasures) and second globally in naval inertial navigation systems. Exail serves defense and civil sectors in almost 80 countries and employs around 2,200 individuals. Exail Technologies is listed on Euronext Paris Compartment B (EXA) and is part of the Euronext Tech Leaders segment, also quoted on the OTCQX Best Market in the United States (EXALF). ISIN: FR0000062671.

Contacts

Thales Media Relations

pressroom@thalesgroup.com

Thales Analysts/Investors

ir@thalesgroup.com

Exail Technologies Investor Relations

Hugo Soussan, h.soussan@exail-technologies.com

DISCLAIMER

This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of Exail Technologies.

This tender offer documentation, if filed, will outline the terms and conditions of the tender offer and will be submitted to the Autorité des Marchés Financiers (AMF) for review. Investors and shareholders are encouraged to read the tender offer documentation, along with any amendments and supplementary information, as it contains essential details about Thales, Exail Technologies, and the overall transaction.

The transaction is subject to the completion of antitrust and regulatory approvals. The tender offer will only be submitted to the AMF after fulfilling (or waiving) those conditions.

This press release must not be distributed in any country where its distribution is legally restricted. The tender offer will not be available to the public in jurisdictions where it is subject to legal limitations. Therefore, individuals located in such countries must inform themselves about and comply with such restrictions. Thales and Exail Technologies disclaim any liability for any violations of such restrictions.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements, identifiable by terms like “outlook,” “believe,” “expect,” “potential,” “anticipate,” and others. Such statements address expectations and strategies relating to the transaction, potential growth opportunities, and other forward-looking matters. These beliefs and expectations are based on present information and may change due to various factors, some of which may not be known or controllable by Thales and Exail Technologies. Changes could lead to results differing materially from those anticipated in the forward-looking statements.

Source: Thales Group (2026-07-31 06:00:04)