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CSC launches recommended all-cash offer for Intertrust shares

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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 4, paragraphs 1 and 3, Section 10, paragraphs 1 and 3 and Section 18, paragraph 3 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 is available as of today, and subject to the restrictions set forth therein. 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.

CSC launches recommended all-cash offer for Intertrust shares

Wilmington, Delaware, USA / Amsterdam, the Netherlands – 31 March 2021 – Publication of the Offer Memorandum  –  Offer to be discussed at the AGM on 31 May 2022  –  Offer Period ends on 10 June 2022, unless extended.

Transaction highlights

  • 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) per Share (as defined below)
  • Offer Period runs from 1 April 2022 to 10 June 2022. Completion of the Offer is expected in in the second half of 2022
  • The Offer Price represents a premium of approximately 59% to the undisturbed Intertrust closing share price on 11 November 2021, a premium of approximately 53% to the 30-day undisturbed VWAP and a premium of approximately 54% to the 90-day undisturbed VWAP, delivering immediate, certain and attractive value to Intertrust's shareholders
  • The Management Board and Supervisory Board of Intertrust (together, the "Intertrust Boards") fully and unanimously support the Offer and the transactions contemplated in connection therewith, including the post-closing restructuring (together with the Offer, the "Transaction") and recommend the Shareholders to accept the Offer and vote in favor of the Offer Resolutions to be proposed at the annual general meeting of shareholders of Intertrust (the “AGM”)
  • Intertrust will hold the AGM at 15:00 hours CET on 31 May 2022, instead of the previously announced date of 12 May 2022. The AGM will also include the resolutions related to the Transaction
  • The combination of CSC and Intertrust creates a differentiated leader for corporate, fund, private, and capital markets clients on an international scale, built on the combined strengths of each other’s global teams with complementary geographical and service offering strengths
  • The Combined Group will fully benefit from the reach, scale and resources of the combined businesses and CSC intends to invest in existing and new opportunities to further expand the business of the Combined Group and ensure the long-term interests of Intertrust's stakeholders, including its employees and clients
  • The Offer is subject to obtaining the Regulatory Clearances and Competition Clearances. The process to obtain the required Regulatory Clearances is ongoing. To date, the Competition Clearances condition is satisfied
  • The Offer is subject to certain other conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the Shareholders approve the Asset Sale and Liquidation at the AGM. If the Offeror obtains 95% or more of the Shares it expects to implement the Asset Sale and initiate the Squeeze Out Proceedings, and if it obtains between 80% and 95% it expects to implement the Asset Sale and Liquidation, if approved by the Shareholders
  • Intertrust's joint Works Council in the Netherlands has rendered a positive advice on the decision of the Intertrust Boards to support the Transaction and recommend the Offer

With reference to the publication of the Offer Memorandum today, the Offeror and Intertrust jointly announce that the Offeror is making a recommended public all-cash offer to all holders of issued and outstanding ordinary shares (the "Shares", and each holder of such Shares, a "Shareholder") in the share capital of Intertrust at an offer price of EUR 20.00 (cum dividend), without interest and less mandatory withholding tax payable under the applicable Law (if any) (the "Offer Price"), in cash per Share on the terms and subject to the conditions and restrictions as set forth in the Offer Memorandum (the "Offer"). The Offer Period runs from 1 April 2022 until and including 10 June 2022. Completion of the Offer is expected in the second half of 2022. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

All relevant documents can be found on www.intertrustgroup.com/investors/offer-for-intertrust/

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