The offer period commences on March 13, 2019 and ends on May 22, 2019, unless extended.
In a joint press release by BinckBank N.V., Star Bidco B.V. (the Offeror) and Saxo Bank A/S, the companies today unveil the details of the recommended public offer by the Offeror for all the issued and outstanding shares in the capital of BinckBank. This publication follows the initial announcement about the planned deal from December 2018.
Under the Offer, BinckBank is set to become part of Saxo Bank group. The offer price is EUR 6.35 (cum dividend) in cash per issued and outstanding ordinary share and priority share of BinckBank, representing a total consideration of EUR 424 million. The Offer Price represents a premium of 35% over the closing price per Ordinary Share on 14 December 2018 prior to the announcement of the Offer, and a premium of respectively 42%, 43% and 38% over the average volume weighted price over the last one, two and three calendar months prior to the announcement.
The executive board and the supervisory board of BinckBank fully support and unanimously recommend the Offer to all shareholders for acceptance. This is in line with earlier announcements by BinckBank.
The offer period commences on March 13, 2019 at 09:00 hours CET and ends on May 22, 2019 at 17:40 hours CET, unless extended.
BinckBank will hold its annual general meeting of shareholders at 13:00 hours CET on April 23, 2019 (the General Meeting), during which, amongst other things, the Offer will be discussed.
The Offer, which is subject to a minimum acceptance level of 95% of the Shares, is currently expected to be completed in the first half of Q3 2019.
Regarding the rationale for the deal, the parties in the transaction explain that the online trading and investment sector is currently facing multiple challenges including competition, tight regulatory requirements, low interest rates, considerable technology investment requirements and changing client behaviour.
Saxo Bank and BinckBank believe that the combination of both companies represents a powerful response to these market dynamics. By combining their businesses, Saxo Bank and BinckBank aim to create a powerful overlap between BinckBank’s mission, vision and ambition and Saxo Bank’s business foundation, drawing on the considerable strengths of both parties.
After successful completion of the Offer, the supervisory board of BinckBank will be composed of:
- three new members, being Mr S. Kyhl, Mr S. Blaafalk and Mr F. Reisbøl, the latter qualifying as independent within the meaning of the Dutch Corporate Governance Code; and
- two current members of the Supervisory Board, being Mr J.W.T. van der Steen and Mr J.G. Princen, qualifying as independent within the meaning of the Dutch Corporate Governance Code (the Continuing Members). The Continuing Members shall continue to serve at least throughout the duration of the Non-Financial Covenants.
As at the successful completion of the Offer, the BinckBank executive board will be composed of three members, consisting of the current members of the Executive Board, being Mr V.J.J. Germyns, Mr E.J.M. Kooistra and Mr S.J. Clausing.
The Dutch head office and statutory seat at BinckBank’s offices in Amsterdam is set to be the mid-European hub for the mid-European market. In France, the Saxo Bank and BinckBank offices are expected to be consolidated into one office. In Italy, it is intended that BinckBank’s business will be integrated into Saxo Bank’s operations. In Belgium and Spain, offices at current locations will be maintained.
The BinckBank brand will be kept for the Netherlands and Belgium. In France and Spain, BinckBank and Saxo Bank will consider the best use of the brand. Under the plans, the Saxo Bank brand will be used in the Italian market.