Saxo Bank’s acquisition of BinckBank gets necessary regulatory clearances

Maria Nikolova

BinckBank and Saxo Bank have obtained all regulatory clearances required to close the offer, including declarations of no objection from the Dutch Central Bank and the European Central Bank.

BinckBank N.V., Star Bidco B.V. (the Offeror) and Saxo Bank A/S have announced that the regulatory clearances necessary to close the offer for BinckBank’s share capital have been obtained.

The companies have obtained a set of regulatory clearances, including:

  • a declaration of no objection from the European Central Bank by each of the Persons holding a Qualifying Holding in BinckBank;
  • the approval of the Dutch Central Bank on the appointment of new members to the Supervisory Board; and
  • the approval of the Dutch Central Bank on related changes in the co-policymakers of BinckBank.

Accordingly, if all other Offer Conditions are satisfied or waived on or before the Closing Date, including the number of Tendered Shares representing at least 80% of BinckBank’s aggregate issued and outstanding ordinary share capital on a fully diluted basis, Saxo Bank expects (to the extent required) to waive the Offer Condition relating to the Regulatory Merger Clearances and declare the Offer unconditional.

In case the Acceptance Threshold is not satisfied, Saxo Bank is under no obligation to declare the Offer unconditional. If Saxo Bank does not declare the Offer unconditional, the Offer will be terminated.

Shareholders can continue to tender their Shares until the Closing Date. The Offer Period will end on July 31, 2019 at 17:40 hours CET. Saxo Bank and BinckBank recommend to all Shareholders to tender their Shares.

In case Saxo Bank declares the Offer unconditional and it will have acquired at least 95% of the Ordinary Shares, it will commence the statutory Buy-Out proceedings. In case Saxo Bank declares the Offer unconditional and it will have acquired at least 80% of the Ordinary Shares (or such lower percentage the BinckBank Boards may agree to), but less than 95% of the Ordinary Shares, it will implement the Post-Closing Merger.

As FinanceFeeds has reported, in December 2018, BinckBank and Saxo Bank reached a conditional agreement on a recommended all-cash public offer of EUR 6.35 (cum dividend) 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 of December 14, 2018, and a premium of respectively 42%, 43% and 38% over the average volume weighted price per share over the last one, two and three calendar months, delivering immediate, certain and significant value to BinckBank shareholders.

In March 2019, Saxo Bank announced a recommended public offer for the entire issued and outstanding share capital of BinckBank of €6.35 in cash per share.

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