Brokers & FinTech
Final Results Of The Offer For BinckBank: Saxo Bank Will Hold 97.96% Of Issued And Outstanding Shares
19 Aug 2019
- During the Post-Closing Acceptance Period, approximately 2.82% of the Shares were tendered under the Offer.
- Including Shares already held by Saxo Bank after Settlement, this represents a total of 97.96% of the Shares.
- Saxo Bank will initiate the statutory buy-out proceedings in an expeditious manner in order to obtain 100% of the Shares.
- The last trading date of the Shares on Euronext Amsterdam will be 25 September 2019 and listing and trading of the Shares will terminate as of 26 September 2019.
Saxo Bank has completed the acquisition of BinckBank. The acquisition of online bank BinckBank marks an important milestone for the Saxo Bank Group that now services approximately 860,000 clients and holds approximately EUR 46 billion in client assets. After completing the acquisition, Saxo Bank is now delisting BinckBank, which will be effective on 26 September 2019.
During the Post-Closing Acceptance Period, that has already expired, 1,885,624 Shares have been tendered under the Offer, representing approximately 2.82% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis. Including the 63,589,461 Shares already held by Saxo Bank following Settlement, this is a total of 65,475,085 Shares, representing approximately 97.96% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis.
As a result of the acquisition of more than 95% of the Shares by Saxo Bank, Saxo Bank and BinckBank jointly announce that the listing and trading of the Shares on Euronext Amsterdam will be terminated.
In consultation with Euronext Amsterdam, it has been decided that the last day of trading of the Shares will be on 25 September 2019. This means that the termination of the listing of the Shares shall be effective as of 26 September 2019. Reference is made to section 6.12(b) (Liquidity and delisting) of the Offer Memorandum.
Since Saxo Bank owns more than 95% of the Shares, Saxo Bank will initiate the Buy-Out in an expeditious manner. Reference is made to section 6.13(b) (Buy-Out) of the Offer Memorandum.
Regarding settlement of the acquisition and 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 tendered during the Post-Closing Acceptance Period and payment of the Offer Price will take place on 16 August 2019. Following settlement of the Shares tendered during the Post-Closing Acceptance Period, Saxo Bank will (directly or indirectly) hold 65,475,085 Shares, representing approximately 97.96% of the aggregate issued and outstanding share capital of BinckBank on a fully diluted basis.
Important 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.
By gaining scale and reducing cost and complexity, Saxo Bank tries to continue its ambitious investments in the digital client experience and expand its product offering, delivering more relevant and intuitive platforms and services. Clients and partners will significantly benefit from being serviced by a much larger Group with enhanced resources and capabilities for innovation and development.
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