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.
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.
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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.