Intertrust and CSC agree on recommended all-cash offer of EUR 20.00 per share
JOINT PRESS RELEASE
This is a joint press release by Intertrust N.V. ("Intertrust" or the "Company") and Corporation Service Company ("CSC" or the "Offeror") pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the intended 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 AFM. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.
Intertrust and CSC agree on recommended all-cash offer of EUR 20.00 per share
Wilmington, Delaware, USA / Amsterdam, the Netherlands – 6 December 2021 – Corporation Service Company ("CSC"), a leading provider of corporate, legal, tax, and digital brand services, and Intertrust N.V. ("Intertrust" or the "Company") [Euronext: INTER], a global leader in providing tech-enabled fund and corporate solutions, announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended public offer (the "Offer") for all issued and outstanding ordinary shares of Intertrust (the "Shares") for EUR 20.00 (cum dividend) in cash per Share (the "Offer Price"). The Offer represents a total consideration of approximately EUR 1.8 billion.
• CSC and Intertrust have reached conditional agreement on a recommended all-cash public offer for all issued and outstanding shares in the capital of Intertrust at an offer price of EUR 20.00 (cum dividend) per Share, representing a total consideration of approximately EUR 1.8 billion
• 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 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 Offer to the shareholders of Intertrust
• The Offeror has committed financing in place providing high deal certainty and will fund the transaction through a combination of debt and cash available resources
• CSC and its subsidiaries (the "Offeror's Group") and Intertrust and its subsidiaries (the "Intertrust Group", and together 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
• It is envisaged that the Offeror's and Intertrust's businesses will be aligned in order to fully benefit from CSC's strong culture, core values, and business model while respecting Intertrust's own particular culture and values based on a joint strategy that will further develop prior to settlement of the Offer ("Settlement")
• CSC has agreed to Non-Financial Covenants (as defined below) for the first two (2) years following Settlement, which may only be deviated from with the consent from the Independent Supervisory Board Members (as defined below), including:
o Intertrust Group's headquarters will remain in Amsterdam, the Netherlands
o The Offeror will not divest or transfer any material part of the Intertrust Group
o The Offeror will ensure that Intertrust remains prudently financed to support the success of the business and the Combined Group will maintain a financial leverage at a sustainable level to safeguard the Intertrust Group's sustainable continuity
• Two Independent Supervisory Board Members (as defined below) will monitor and protect the interests of all Intertrust's stakeholders, including by monitoring compliance with non-financial covenants
• The proposed transaction is subject to obtaining Regulatory and Competition Clearances and the Offeror has agreed to take the necessary steps to obtain such clearances
• A first draft of the Offer Memorandum will be submitted to the AFM no later than in February 2022 with completion of the Offer anticipated in the second half of 2022
Hélène Vletter-Van Dort, Chairperson of the Supervisory Board of Intertrust: “The Supervisory Board unanimously recommends and supports the offer of CSC as we believe it is in the best interest of Intertrust and all its stakeholders. Our conclusions are that the offer price proposed by CSC represents compelling value at an attractive premium for shareholders. By combining the two companies, a truly global service provider will be created in the areas of corporate, fund, capital market, and private wealth services. In the past months, we received multiple expressions of interest from different parties to acquire Intertrust. We have engaged in discussions with all parties, ensuring a fair and thorough process. We have been evaluating a wide range of considerations and we are confident this outcome is in the interests of all stakeholders.”
Shankar Iyer, CEO of Intertrust: “We have thoroughly considered various options to drive value for our stakeholders. We believe this offer is in the interests of shareholders and provides a near term opportunity to crystallise value. In CSC we have found a long-term partner that is highly complementary to us, given its strong position in the United States and complementary service offerings. As a result, we will be able to offer a wider breath of services to our clients in even more geographical locations. The combination will enable us to strengthen our position as a leading tech-enabled Corporate and Fund Services provider and accelerate our transformation by expediting digitalisation initiatives. Moreover, founded in 1899, CSC has a strong reputation with similar cultural values and focus to Intertrust.”
Rodman Ward III, CEO of CSC: “We have been following Intertrust’s growth and transformation for many years, while at the same time building and growing our trust and corporate services offering in the United States, scaling our fund administration and international expansion solutions globally, and providing a service model to our clients to enable them to navigate an increasingly complex international regulatory environment. We are happy to submit an offer to Intertrust and feel we present a unique opportunity unmatched in the market due to our business model, our people, our industry-leading and award-winning customer service, stability, continuity, and our passion for the complex.
CSC believes that by combining its global corporate offering with Intertrust, it will establish itself as the differentiated leader for corporate, fund, private, and capital markets clients at a time that the market needs it most. By combining the strengths of the two businesses, CSC believes it will become the preferred partner to help companies manage their needs with a full suite of core and specialized services provided by industry experts and supported by a single-source technology platform.”
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