This is a joint press release by Intertrust N.V. (“Intertrust” or the “Company”) and CSC (Netherlands) Holdings B.V. (“CSC” or the “Offeror”) pursuant to the provisions of Article 4, paragraph 3, and Article 17, paragraph 4, of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, the “Decree“) 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 has been 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. 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.
Final results of the Offer for Intertrust: CSC will hold 99.40% of the Outstanding Capital
Wilmington, Delaware, USA / Amsterdam, the Netherlands – 14 November 2022 – CSC and Intertrust are pleased to announce that Shares representing 4.74% of the Outstanding Capital have been tendered during the Post-Acceptance Period. Together with the Shares already acquired by the Offeror, this represents a total of 99.40% of the Outstanding Capital. As a result, the Offeror will implement the Pre-Squeeze-Out Asset Sale and initiate Squeeze-Out Proceedings. The last trading date of the Shares on Euronext Amsterdam will be 23 December 2022 and listing and trading of the Shares will terminate as of 27 December 2022.
During the Post-Acceptance Period that expired at 17:40 hours CET today, 4,277,878 additional Shares, with an aggregate value of EUR 85,557,560, were tendered under the Offer, representing approximately 4.74% of the Outstanding Capital. Together with the Shares already held by the Offeror, this represents a total of 89,806,955 Shares and approximately 99.40% of the Outstanding Capital.
Settlement Post-Acceptance Period
Settlement of the Shares tendered during the Post-Acceptance Period and payment of the Offer Price will take place on 15 November 2022. The Offeror cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on that date from the Admitted Institution with whom they hold their Shares. Following such settlement, the Offeror will hold 89,806,955 Shares, representing approximately 99.40% of the Outstanding Capital.
Pre-Squeeze-Out Asset Sale and Squeeze-Out Proceedings
Since the Offeror will hold more than 95% of the Outstanding Capital upon settlement of the Shares tendered during the Post-Acceptance Period, the Offeror has elected to, jointly with Intertrust, implement the Pre-Squeeze-Out Asset Sale and to subsequently initiate Squeeze-Out Proceedings. Reference is made to section 6.15(c) (Asset Sale and Squeeze-Out Proceedings) of the Offer Memorandum. The Offeror will initiate Squeeze-Out Proceedings as soon as reasonably practicable, but in any event no later than 20 Business Days after completion of the Pre-Squeeze-Out Asset Sale.
As a result of the Offeror now holding more than 95% of the Outstanding Capital, CSC and Intertrust will procure the termination of the listing and trading of the Shares on Euronext Amsterdam. In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 23 December 2022. Reference is made to section 6.14 (Consequences of the Offer for non-tendering Shareholders) of the Offer Memorandum.
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum and the Position Statement are available on the website of Intertrust at (www.intertrustgroup.com/investors/offer-for-intertrust) and a digital copy of the Offer Memorandum is available on the website of the Offeror (www.cscglobal.com). Such websites do not constitute a part of, and are not included or referred to in, the Offer Memorandum and the Position Statement. Copies of the Offer Memorandum and the Position Statement are also available free of charge at the offices of Intertrust and the Settlement Agent at the addresses set out below:
1043 AP Amsterdam
|The Settlement Agent:
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam