This is a joint press release by BinckBank N.V. (BinckBank), Star Bidco B.V. (the Offeror) and Saxo Bank A/S (Saxo Bank, pursuant to Section 4, paragraph 3 of the Dutch decree on public takeover bids (Besluit openbare biedingen Wft) in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary and priority shares in the capital of BinckBank (the Offer). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the Offer Memorandum dated 12 March 2019 (the Offer Memorandum). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States or Canada or in any other jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.
All Regulatory Clearances for Saxo Bank and BinckBank obtained to close the Offer
Shareholders can tender Shares – Offer Period closes on 31 July 2019
Amsterdam, the Netherlands / Copenhagen, Denmark – 23 July 2019
- BinckBank and Saxo Bank have obtained all Regulatory Clearances required to close the Offer.
- Including declarations of no objection from the Dutch Central Bank and the European Central Bank.
- Saxo and BinckBank jointly recommend all Shareholders to tender Shares.
- The Offer Period will end on 31 July 2019 at 17:40 CET (the Closing Date).
BinckBank, the Offeror and Saxo Bank hereby announce that the Regulatory Clearances required to close the Offer have been obtained. This is an important milestone in the transaction process. Shareholders can continue to tender their Shares until the Closing Date. The Offer Period will end on 31 July 2019 at 17:40 hours CET.
The following Regulatory Clearances have been obtained:
- a declaration of no objection from the European Central Bank by each of the Persons holding a Qualifying Holding in BinckBank;
- the approval of the Dutch Central Bank on the appointment of new members to the Supervisory Board; and
- the approval of the Dutch Central Bank on related changes in the co-policymakers of BinckBank.
This means that Saxo Bank has obtained the Regulatory Clearances required to close the Offer.
The Dutch Central Bank has granted a declaration of no objection for the Post-Closing Merger, which was required because it qualifies as a reorganisation. In addition, the European Central Bank indicated that if Saxo Bank decides to implement the Post-Closing Merger, the new banking license for New BinckBank and the related declaration of no objection for the Post-Closing Merger will in all likelihood be granted by the European Central Bank shortly after the Offer is declared unconditional. This ensures that Saxo Bank will be able to implement the Post-Closing Merger, if and when required. The European Central Bank has assessed the application for the banking license for New BinckBank in conjunction with the application for a declaration of no objection, and the European Central Bank has confirmed to Saxo Bank that it has completed its assessment. The European Central Bank has indicated that its internal approval process in relation to the application for the new banking license will be finalised once the Offer is declared unconditional.
Declaring the Offer unconditional
Accordingly, if all other Offer Conditions are satisfied or waived on or before the Closing Date, including the number of Tendered Shares representing at least 80% of BinckBank’s aggregate issued and outstanding ordinary share capital on a fully diluted basis, Saxo Bank expects (to the extent required) to waive the Offer Condition relating to the Regulatory Merger Clearances and declare the Offer unconditional.
In case the Acceptance Threshold is not satisfied, Saxo Bank is under no obligation to declare the Offer unconditional. If Saxo Bank does not declare the Offer unconditional, the Offer will be terminated.
Shareholders to tender
Shareholders can continue to tender their Shares until the Closing Date. The Offer Period will end on 31 July 2019 at 17:40 hours CET. Saxo Bank and BinckBank recommend to all Shareholders to tender their Shares.
The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent in a timely manner. Accordingly, Shareholders holding Ordinary Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from the dates and times noted in the Offer Memorandum. Reference is made to section 5 of the Offer Memorandum.
In case Saxo Bank declares the Offer unconditional and it will have acquired at least 95% of the Ordinary Shares, it will commence the statutory Buy-Out proceedings. In case Saxo Bank declares the Offer unconditional and it will have acquired at least 80% of the Ordinary Shares (or such lower percentage the BinckBank Boards may agree to), but less than 95% of the Ordinary Shares, it will implement the Post-Closing Merger. The resolution required to execute the Post-Closing Merger was approved by the Shareholders of BinckBank during the General Meeting of 23 April 2019.
Notice to US holders of BinckBank Shares
The Offer is being made for the securities of BinckBank, a public limited liability company incorporated under Dutch law, and is subject to Dutch disclosure and procedural requirements, which differ from those of the United States. The financial information of BinckBank included or referred to herein has been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission and Part 9 of Book 2 of the Dutch Civil Code for use in the European Union and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the United States in compliance with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) and the rules and regulations promulgated thereunder, including the exemptions therefrom, and otherwise in accordance with the applicable regulatory requirements in the Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local laws, as well as foreign and other tax laws. Each holder of Shares is urged to consult his or her independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders of Shares to enforce their rights and any claim arising out of the U.S. federal securities laws, since the Offeror and BinckBank are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission or other regulatory authority has approved or disapproved the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of the Offer Memorandum or any other documents regarding the Offer. Any declaration to the contrary constitutes a criminal offence in the United States.
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the U.S. Exchange Act, and in accordance with standard Dutch practice, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may before or during the period in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase, Shares outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisers to the Offeror may engage in ordinary course trading activities in securities of BinckBank, which may include purchases or arrangements to purchase such securities. To the extent required in the Netherlands, any information about such purchases will be announced by press release in accordance with Article 13 of the Decree and posted on the website of Saxo Bank at www.home.saxo/.