JOINT PRESS RELEASE
This is a joint press release by Intertrust N.V. (“Intertrust” or the “Company”) and CSC (Netherlands) Holdings B.V. (“CSC” or the “Offeror”) in connection with the recommended public offer (the “Offer”) by the Offeror for all the issued and outstanding ordinary shares in the capital of Intertrust. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Intertrust. Any offer will be made only by means of the offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) which was published on 31 March 2022, and subject to the restrictions set forth therein. With reference to the joint press releases of 6 December 2021, 31 March 2022, 30 May 2022, 21 July 2022, and the Intertrust press release of 31 May 2022, the Offer is subject to the satisfaction or waiver of the offer conditions, all in accordance with the terms of the merger agreement (the “Merger Agreement”) between Intertrust and Corporation Service Company as executed on 6 December 2021 and the Offer Memorandum (the “Offer Conditions”). The offer price of EUR 20.00 per Share (the “Offer Price”) is “cum dividend”. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada and Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms used herein but not defined in this press release will have the meaning as ascribed thereto in the Offer Memorandum.
CSC and Intertrust confirm Regulatory Clearance for Intertrust’s depositary in the Netherlands
Wilmington, Delaware, USA / Amsterdam, the Netherlands – 7 September 2022 – CSC and Intertrust hereby jointly announce that Regulatory Clearance has been satisfied with respect to Intertrust’s depositary (bewaarder). CSC and Intertrust are awaiting Regulatory Clearance in the Netherlands with respect to each of Intertrust’s trust offices (trustkantoor), to be issued by the Dutch Central Bank (De Nederlandse Bank).
Reference is made to the joint press release issued by CSC and Intertrust on 31 March 2022 in respect of the publication of the Offer Memorandum for the recommended all-cash public offer by the Offeror for all issued and outstanding shares in the capital of Intertrust at an offer price of EUR 20.00 (cum dividend), on the terms and subject to the conditions and restrictions set forth in the Offer Memorandum, and the joint press release issued by CSC and Intertrust on 21 July 2022 in relation to the further extension of the extended Offer Period, pursuant to an exemption granted by the AFM on 21 July 2022, until the earlier of (i) the date on which all Regulatory Clearances have been obtained or waived, plus a period of two weeks, or (ii) 6 December 2022, at 17:40 CET.
Regulatory Clearances status
CSC and Intertrust have obtained all Regulatory Clearances in 8 of the required 13 jurisdictions (the British Virgin Islands, Curaçao, Guernsey, Hong Kong, Jersey, Singapore, the United Arab Emirates and the United Kingdom) and partial Regulatory Clearance in Luxembourg and the Netherlands. CSC and Intertrust continue to work constructively to satisfy all Offer Conditions.
At the date of this press release, CSC and Intertrust have not yet received all Regulatory Clearances in the following jurisdictions: the Bahamas, the Cayman Islands, Ireland, Luxembourg, and the Netherlands. At this time, CSC and Intertrust continue to anticipate that the Offer will close in the second half of 2022.
CSC and Intertrust will make a public announcement (i) promptly following the receipt of each remaining Regulatory Clearance, (ii) if and when the Offer Condition with respect to the Regulatory Clearances is satisfied, waived or has become incapable of being satisfied, or (iii) as otherwise required by applicable law. The announcement that the Offer Condition with respect to the Regulatory Clearances would have been satisfied or waived, if made, will include the end date of the Offer Period, which will be two weeks following the date such Offer Condition is fulfilled, subject to the end date of 6 December 2022, at 17:40 CET.