Danish investment bank Saxo Bank has declared his Offer for BinckBank unconditional after approximately 94.36% of the Shares have been tendered under the Offer. These include the Shares that are already being hold by Saxo Bank, which represents a total of approximately 95.14% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis.
As a result, the Offer Condition relating to the Regulatory Merger Clearances is automatically waived, which means that Saxo Bank is pleased to announce that all Offer Conditions described in the Offer Memorandum have now been satisfied or waived. Saxo Bank and BinckBank have declared the Offer unconditional (doet gestand).
Kim Fournais, CEO and founder of Saxo Bank, commented: “We are extremely pleased that the shareholders of BinckBank agree with our rationale to combine Saxo Bank and BinckBank. This is a win-win for all parties, clients, employees and last but not least the shareholders. With reaching the 95.14 per cent of shares we can now call the offer unconditional and start working on combining our forces to further improve our products and services for our customers.”
Vincent Germyns, CEO of BinckBank, added: “Today heralds another milestone in the history of BinckBank. The support of our shareholders confirms that we made the right decision to enter into this transaction. We are confident that remaining shareholders will use the post acceptance period to tender their shares so that we can ensure a smooth finalization of the process. We are looking forward to working together with the Saxo Bank team in making this happen.”
During the Offer Period, that expired yesterday, 63,070,958 Shares have been tendered under the Offer, representing approximately 94.36% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis, and an aggregate value of approximately EUR 400,500,583 (for an Offer Price of EUR 6.35 (cum dividend) per Share). Including the 518,503 Shares already held by Saxo Bank, this represents a total of 63,589,461 Shares, equal to approximately 95.14% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis.
With reference to the Offer Memorandum published on 12 March 2019, Shareholders who accepted the Offer shall receive the Offer Price for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.
Settlement of the Shares and payment of the Offer Price will take place on 7 August 2019. Following Settlement, Saxo Bank will (directly or indirectly) hold 63,589,461 Shares, representing approximately 95.14% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis.
Upon Settlement the changes to the composition of the supervisory board of BinckBank, as approved by the general meeting of BinckBank held on 23 April 2019, will become effective. Following Settlement the supervisory board of BinckBank will be composed of: Mr. J.W.T. van der Steen, Mr. J.G. Princen, Mr. S. Kyhl, Mr. S. Blaafalk and Mr. F. Reisbøl.
Post-Closing Acceptance Period
Saxo Bank hereby announces that Shareholders who have not tendered their Shares during the Offer Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post-Closing Acceptance Period which will start at 09:00 (CET) on Thursday 1 August 2019 and end at 17:40 (CET) on Wednesday 14 August 2019.
The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Closing Acceptance Period.
The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth Business Day following the last day of the Post-Closing Acceptance Period.
During the Post-Closing Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or the Post-Closing Acceptance Period.
Remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review the sections of the Offer Memorandum that further explain the intentions of Saxo Bank, such as (but not limited to) Section 6.12 (Implications of the Offer being declared unconditional) and Section 6.13 (Possible Post-Closing Measures and future legal structure), which describe certain implications to which such Shareholders may become subject with their continued shareholding in BinckBank.