BinckBank shareholders can voluntarily transfer their shares to Saxo Bank before 26 February 2020

Amsterdam, the Netherlands / Copenhagen, Denmark – 14 February 2020.

  • Judgment rendered by the Enterprise Chamber in the buy-out proceedings on BinckBank shares
  • Price to be paid: € 6.42 (offer price of € 6.35 + statutory interest of €0.07)
  • Voluntary transfer to Saxo Bank possible between 14 February and 26 February 2020
  • Transfer by operation of law of shares not voluntarily transferred will occur on 28 February 2020

On 11 February 2020, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the Enterprise Chamber), rendered its judgment in the statutory buy-out proceedings initiated by Star Bidco B.V. (the Offeror) to acquire any shares of BinckBank N.V. (BinckBank) not already acquired by Saxo Bank A/S (Saxo Bank) in its previously completed tender offer for all outstanding ordinary shares of BinckBank (the Shares).

The Enterprise Chamber ordered all remaining shareholders in BinckBank to transfer the unencumbered right to their Shares to the Offeror. It determined that € 6.35, the same price paid by the Offeror in the tender offer, is the fair price per Share, subject to statutory interest calculated from 20 August 2019 until the date of transfer of the Shares. The Offeror was ordered to pay this price plus interest in exchange for the transfer of the unencumbered right to the Shares.

Voluntary transfer

Saxo Bank calls upon the BinckBank shareholders to effect the voluntary transfer to the Offeror of the unencumbered right to the Shares between 14 February and 26 February 2020, at 15.00 hours CET, by instructing their bank, broker or other financial intermediary to have their shares credited to the Offeror's securities account. On 27 February 2020, the Offeror will pay the price of € 6.42 (€ 6.35 plus interest up to and including 27 February 2020) to those BinckBank shareholders that have voluntarily transferred their Shares before 26 February 2020, at 15.00 hours CET. No brokerage or bank fees or other costs incurred by such BinckBank shareholders will be reimbursed by Saxo Bank.

Transfer by operation of law

On 28 February 2020, an amount of € 6.42 per share will be paid into consignment with the Dutch consignment office (a body of the Dutch Ministry of Finance) for all Shares not offered within the aforementioned period. Upon such payment, the unencumbered title to such Shares will transfer to the Offeror by operation of law. After such operation, BinckBank shareholders may request the Dutch consignment office for payment of the price plus interest for their Shares.

Notice to US holders of BinckBank Shares

The tender offer mentioned in this press release (the Offer) was made for the securities of BinckBank, a public limited liability company incorporated under Dutch law, and was 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 was 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 was and is 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.

Media enquiries 

Press enquiries BinckBank
Media Relations
Ronald Veerman
+31 20 522 0661
pers@binck.nl
 Investor enquiries BinckBank
Investor Relations
Ronald Veerman
+31 20 522 0661
ir@binck.com
Press enquiries Saxo Bank
Steffen Wegner Mortensen
Head of PR and Public Affairs
+45 39 77 63 43      
STEM@saxobank.com
  

 

BinckBank profile

BinckBank is an online bank for investors and savers, established in the Netherlands. BinckBank’s services are deployed from its head office in the Netherlands and its local branches in Belgium, France, and Italy, and representation in Spain. BinckBank offers services in investment, asset management and savings, and targets its services to retail customers, businesses/legal entities, and independent asset managers. An important feature of BinckBank’s online services is a stable platform that gives users access to important financial markets, professional trading facilities, and analysis tools.

Saxo Bank profile

Saxo Bank is a leading Fintech specialist focused on multi-asset trading and investment and delivering ‘Banking-as-a-Service’ to wholesale clients. For more than 25 years, Saxo Bank’s mission has been to democratize investment and trading, enabling clients by facilitating their seamless access to global capital markets through technology and expertise. As a fully licensed and regulated bank, Saxo Bank enables its direct clients to trade multiple asset classes across global financial markets from one single margin account and across multiple devices. Additionally, Saxo Bank provides wholesale institutional clients such as banks and brokers with multi-asset execution, prime brokerage services and trading technology, supporting the full value chain of wholesale partners by delivering Banking-as-a-Service (BaaS). Saxo Bank’s award winning trading platforms are available in more than 20 languages and form the technology backbone of more than 100 financial institutions worldwide. Founded in 1992 and launching its first online trading platform in 1998, Saxo Bank was a Fintech even before the term was created. Headquartered in Copenhagen Saxo Bank Group today employs more than 2000 people in financial centers around the world including London, Paris, Zurich, Dubai, Singapore, Shanghai, Hong Kong and Tokyo.


Restrictions
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Saxo Bank and BinckBank disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Saxo Bank, nor BinckBank, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any BinckBank shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to the United States or Canada.

The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of BinckBank in any jurisdiction. 

Forward Looking Statements
Certain statements in this press release may be considered “forward-looking statements,” such as statements relating to the impact of this transaction on Saxo Bank and BinckBank. Forward-looking statements include those proceeded by, followed by or that include the words “anticipated,” “expected” or similar expressions. These forward-looking statements speak only as of the date of this release. Although Saxo Bank and BinckBank believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, Saxo Bank’s ability to successfully operate BinckBank without disruption to its other business activities, Saxo Bank’s ability to achieve the anticipated results from the acquisition of BinckBank, the effects of competition (in particular the response to the transaction in the marketplace), economic conditions in the global markets in which Saxo Bank and BinckBank operate, and other factors that can be found in Saxo Bank’s and BinckBank’s press releases and public filings.

Neither Saxo Bank nor BinckBank, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of Saxo Bank and BinckBank expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any uch statement is based.

Trade responsibly
All trading carries risk. Read more. To help you understand the risks involved we have put together a series of Key Information Documents (KIDs) highlighting the risks and rewards related to each product. Read more

This website can be accessed worldwide however the information on the website is related to Saxo Bank A/S and is not specific to any entity of Saxo Bank Group. All clients will directly engage with Saxo Bank A/S and all client agreements will be entered into with Saxo Bank A/S and thus governed by Danish Law.

Apple and the Apple logo are trademarks of Apple Inc, registered in the US and other countries and regions. App Store is a service mark of Apple Inc. Google Play and the Google Play logo are trademarks of Google LLC.