JOINT PRESS RELEASE
This is a joint press release by Intertrust N.V. (“Intertrust” or the “Company”) and CSC (Netherlands) Holdings B.V. (the “Offeror”), pursuant to the provisions of Section 15, paragraph 2 of the Netherlands Decree in Public Takeover Bids (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 will be made only by means of an offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) which has been published on 31 March 2022, and subject to the restrictions set forth therein. With reference to the joint press releases of 6 December 2021 and 31 March 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 the Offeror as executed on 6 December 2021 and the Offer Memorandum. 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.
Offer Period for Intertrust Offer extended until 19 August 2022
Wilmington, Delaware, USA / Amsterdam, the Netherlands – 30 May 2022 – 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.
The offer period (“Offer Period“) for the Offer has been extended with ten weeks until 19 August 2022, because the time required to obtain the regulatory clearances (“Regulatory Clearances“) will extend beyond 10 June 2022, the end of the initial Offer Period.
Intertrust and CSC continue to work constructively to satisfy all other Offer Conditions and are making timely progress. All applications for the Regulatory Clearances have been filed and approval has been obtained from the regulators in Guernsey, Hong Kong and the United Arab Emirates. CSC and Intertrust anticipate that Settlement of the Offer will take place in H2 2022.
As a result of the aforementioned extension of the Offer Period, the Closing Time as referred to in the Offer Memorandum will be changed to 19 August 2022 at 17:40 hours CET.
The extension of the Offer Period is in accordance with and subject to the terms and conditions of the Offer Memorandum, Merger Agreement and Section 15 of the Decree. Shares tendered during the initial Offer Period may be withdrawn during the extended Offer Period in accordance with the terms and conditions of the Offer Memorandum and the provisions of Section 15 paragraph 3 of the Decree. Any shares tendered during the initial Offer Period which are not withdrawn, will remain subject to the Offer.
Regulatory Clearances condition
As set out and described with more detail in the Offer Memorandum, the Offer is subject to Regulatory Clearances having been obtained (without conditions or with conditions accepted by the Offeror pursuant to section 6.8 of the Offer Memorandum (Regulatory Clearances condition)) or the applicable waiting and other time periods (including extensions thereof) under any applicable financial regulatory legislation or regulation having expired, lapsed or terminated in lieu of such authorisation and whereby the Offeror’s and Intertrust’s counsels agree (acting reasonably and in good faith) that expiry of such waiting and time periods means such Regulatory Clearances are no longer required in order to declare the Offer unconditional.
In the event that the Regulatory Clearances will still not have been obtained by 19 August 2022, the Offeror has agreed in accordance with and subject to the terms of the Merger Agreement to use its reasonable best efforts to apply for an exemption from the AFM to extend the Offer Period again for as long as the Offeror and Intertrust believe to be necessary for all Regulatory Clearances to have been satisfied.