CREDIT AGRICOLE SA: Launch of recommended public offer in cash by
CACEIS for all securities in KAS BANK
This is a joint press release by KAS
BANK N.V. (“KAS BANK”) and CACEIS Bank S.A. (“CACEIS” or the
"Offeror"), pursuant to the provisions of Section 10 Paragraph 3
and Section 18 Paragraph 3 of the Decree on Public Takeover Bids
(Besluit Openbare Biedingen Wft) (the "Takeover Decree") in
connection with the recommended public offer by CACEIS for all
listed issued depositary receipts of ordinary shares in the capital
of KAS BANK (the "Depositary Receipts") and all non-listed issued
ordinary shares in the capital of KAS BANK which are not registered
in the name of Stichting Administratiekantoor Aandelen KAS BANK
(the "Ordinary Shares" and together with the Depositary Receipts,
the "Securities"). This announcement does not constitute an offer,
or any solicitation of any offer, to buy or subscribe for any
securities. Any offer is made only by means of the Offer Memorandum
dated 26 July 2019 (the "Offer Memorandum"), which
is available as of today. This announcement is not for release,
publication or distribution, in whole or in part, in or into,
directly or indirectly, the United States or Canada or in any other
jurisdiction in which such release, publication or distribution
would be unlawful.
Launch of recommended public offer in
cash by CACEIS for all securities in KAS BANK
Highlights
- Today, CACEIS has published the Offer Memorandum launching the
recommended all-cash public offer by CACEIS for KAS BANK of EUR
12.75 per Security (the "Offer Price"), valuing
KAS BANK at EUR 187 million1.
- The Offer represents a premium of 110% over the closing price
of KAS BANK on Friday, 22 February 2019, immediately prior to the
announcement of the Offer and 111% over the average volume weighted
price for the 3 months prior to and including the announcement of
the Offer.
- The Managing Board and Supervisory Board of KAS BANK
unanimously support and recommend the Offer.
- CACEIS will finance the transaction from its own funds.
- A position statement providing further information to the
Securityholders is made available on the corporate website of KAS
BANK.
- The combination will make CACEIS a leading asset service
provider in the Netherlands.
- KAS BANK will become a branch of CACEIS, exporting its
expertise in servicing institutional investors such as pension
funds to all the European markets CACEIS is currently
servicing.
- KAS BANK and CACEIS have agreed on an integration plan and
non-financial covenants for the period after completion of the
Offer.
- The Works Council of KAS BANK has rendered an unconditional
positive advice in relation to the transaction.
- Stichting Administratiekantoor Aandelen KAS BANK and Stichting
Preferente Aandelen KAS BANK have irrevocably undertaken to
cooperate with inter alia the Offer.
- The offer period commences on Monday 29 July 2019 at 09:00
hours CET and ends on Monday 23 September 2019 at 17:40 hours CET,
unless extended.
- KAS BANK will hold an Extraordinary General Meeting of
Securityholders at 15:00 hours CET on 12 September 2019, during
which, the Offer will be discussed.
- The process of obtaining all necessary regulatory approvals is
on track.
- The Offer is expected to be completed in the second half of
2019 and is subject to customary conditions as set out in the Offer
Memorandum, including a minimum acceptance level of 95% of the
Securities (the "95% Condition") and approvals
from the Dutch and European Central Bank ("DNB"
and "ECB").
- If after completion of the Offer, CACEIS holds at least 95% of
the Securities it will proceed to delisting of the Securities and
commence a statutory squeeze-out procedure.
- CACEIS may waive the 95% Condition. If after completion of the
Offer, CACEIS holds less than 95% of the Securities CACEIS may
elect to implement a demerger and liquidation, the terms of
which the Offeror and KAS BANK have agreed upon.
Paris, France and Amsterdam, the Netherlands, 26
July 2019
With the publication of the Offer Memorandum
today, and with reference to the joint press releases dated 25
February 2019 and 25 March 2019 by CACEIS S.A. and KAS BANK, CACEIS
and KAS BANK hereby jointly announce that CACEIS is making a
recommended public offer for all Securities of KAS BANK at an offer
price of EUR 12.75 (cum dividend) in cash per Security.
Sikko van Katwijk, Chairman of the
Managing Board of KAS BANK
“We are excited to announce the next step in the development of
KAS BANK with the formal launch of the Offer today. At KAS BANK we
service clients such as pension funds, insurance companies, wealth
managers, asset managers, private family offices and investment
companies. We will grow these market segments together with CACEIS,
having much more power and scale together. We look forward to the
integration of our businesses and becoming CACEIS’ global centre of
excellence for the pension fund business, managing, expanding and
innovating the offering in the Netherlands and across other
international markets.
With CACEIS track record, financial strength and
way of doing business we believe the Offer secures the longer-term
interests of KAS BANK, our shareholders, employees and customers in
the best possible way."
Jean-François
Abadie, CEO of CACEIS
"We are delighted to be taking these steps
towards strengthening our market share in the Netherlands, Germany
and the UK. This deal is an excellent opportunity to bring
significant pension fund servicing expertise into the CACEIS group,
together with the professional staff who know the servicing needs
of their institutional investor clients. Furthermore, with CACEIS’
extensive geographical footprint and broad scope of services,
clients stand to benefit from being part of one of Europe’s largest
asset servicing groups.
At every step in the process, clients are our
number one priority. Leveraging our extensive migration experience,
we will ensure uninterrupted client service and a smooth business
migration once regulatory approvals are received."
The Offer
CACEIS is making the Offer on the terms and
subject to the conditions and restrictions contained in the Offer
Memorandum. Securityholders tendering their Securities under the
Offer will be paid in consideration for each Security validly
tendered (or defectively tendered provided that such defect has
been waived by the Offeror) pursuant to the Offer prior to or on
the Acceptance Closing Date (each a "Tendered
Security") an amount in cash of EUR 12.75 (cum dividend)
(the "Offer Price").
The Offer values 100% of the Securities at EUR
187 million. CACEIS S.A. has confirmed in the joint press release
dated 25 February 2019 that it will be able to finance the
aggregate consideration of the Offer from its available cash
resources. Similar to the confirmation given by CACEIS S.A., the
Offeror hereby confirms it will finance the transaction from its
own funds and will at the settlement of Offer be able to pay the
aggregate Offer Price and to comply with all its financial
obligations.
Strategic rationale for the
Offer
The Dutch market for asset servicing is
attractive due to its asset volume, complexity and high pension
savings to GDP ratio. The market is known for its pension funds,
private equity and real estate funds among others, resulting in a
significant size. KAS BANK is a local champion, with an expertise
in servicing institutional investors. For KAS BANK’s business,
being part of a large and well capitalised player, revenues are
expected to grow while costs synergies will lead to increased
profitability.
Both parties believe that the combination will
lead to an enhanced positioning of CACEIS as service provider to
European institutional investors. The extensive knowledge and
expertise of CACEIS will be available to Dutch investors. The
strength of CACEIS’ parent company, Crédit Agricole, will offer a
solid financial position, business continuity and support business
development. KAS BANK will evolve into CACEIS' Dutch branch.
As a result of the acquisition of KAS BANK, the
Offeror will significantly upgrade its position in the Dutch market
both in set-up and market presence. In addition, the Offeror will
enable KAS BANK to further enhance its expertise in servicing
pension funds, which is the largest client segment in the
Netherlands and a key strength of KAS BANK, on a global level.
The parties believe that the combination
has several strategic benefits including:
- Excellent complementarity in clients, markets and
knowledge;
- Centred around client empowerment and operational
excellence;
- Data driven and innovative organisations;
- Digitally oriented European asset servicing company;
- Comparable corporate values.
Governance as per the Settlement
Date
As from the Settlement Date, the Managing Board
will consist of the current members: Sikko van Katwijk as chairman
and Mark Stoffels as Chief Financial Risk Officer (the
"Managing Board Members").
Subject to the relevant resolutions being adopted at the
EGM, it is envisaged that as from the Settlement date the
Supervisory Board will consist of six members:
- three of the current Supervisory Board members, being Peter
Borgdorff, Pauline Bieringa and Hans Snijders (the
"Continuing Members"). The Continuing Members
qualify as independent within the meaning of the Corporate
Governance Code; and
- three members upon nomination of the Offeror, being
Jean-François Abadie, Catherine Duvaud and Joseph Saliba.
KAS BANK will continue to adhere to the
Corporate Governance Code by way of complying or explaining any
deviations in accordance with the provisions of the Corporate
Governance Code, until delisting from Euronext Amsterdam.
Non-financial covenants
CACEIS and KAS BANK have agreed certain non-financial covenants,
which will apply during the period starting on the Settlement Date
and ending one year after the transformation of KAS BANK into the
Dutch branch of CACEIS.
The Company and its business
CACEIS supports the strategy of KAS BANK and its business. KAS
BANK and its business will act as CACEIS' global centre of
excellence for pension fund services, defending, expanding and
innovating CACEIS' pension fund offering in the Netherlands and
across other international markets. KAS BANK and its business will
operate as CACEIS' Dutch business base, keeping the client base
materially intact and respecting and improving the client service
levels.
The employees
The existing rights, benefits, pension rights, (collective)
agreements and social plans applicable to the employees of KAS BANK
will be respected or replaced with equivalent arrangements. The
Offer shall not have an impact on such currently existing
agreements. The existing arrangements with the Works Council, trade
unions and employee consultation processes will be respected.
CACEIS will aim to ensure that the employees of KAS BANK have
increased career opportunities, personal development and
training.
The governance
KAS BANK will evolve into CACEIS' Dutch branch, who will
maintain local Dutch management and expertise. CACEIS will maintain
and respect the operating of the Managing Board and Supervisory
Board until the Dutch branch has been launched successfully.
The integration
The Integration is aimed at strengthening the KAS BANK's local
product and service offering to all its clients. The Integration
aims at using CACEIS' centers of excellence in the most efficient
way, avoiding double work. CACEIS will aim to avoid redundancies
wherever it can and respect the agreed social plan of KAS BANK in
case of redundancy.
Recommendation by the Managing Board and the Supervisory
Board
After careful and extensive deliberation by the
Managing Board and the Supervisory Board of the Company (together
the "Boards") and in consultation with their
financial and legal advisors, taking into account all aspects and
consequences of the Offer, including strategic, financial,
operational and social points of view, the Boards considered that
the Offer is in the best interest of KAS BANK and its
stakeholders.
Subject to the terms and conditions of the Offer
Memorandum and the Merger Protocol, the Boards fully support and
unanimously recommend the Offer for the acceptance to the holders
of Securities of the Company and recommend the holders of
Securities to vote in favour of all Resolutions (the
"Recommendation").
Extraordinary General
Meeting
On 12 September 2019 at 15:00 hours CET, KAS
BANK will hold an Extraordinary General Meeting
("EGM") at the offices of KAS BANK at De Entrée
500, 1101 EE, Amsterdam, the Netherlands. In accordance with
section 18 paragraph 1 of the Decree on public offers Wft (Besluit
openbare biedingen Wft, the "Takeover Decree"),
the Offer will be discussed at the EGM.
In addition, certain Resolutions in connection
with the Offer will be proposed to the Securityholders. Subject to
the terms and conditions of the Offer Memorandum and the Merger
Protocol, the Boards fully support and unanimously recommend the
holders of Securities to vote in favour of all Resolutions.
Pursuant to article 18 of the Decree, KAS BANK
will publish a Position Statement which sets forth the
Recommendation and provides additional information to
Securityholders in relation to the Offer and the fairness of the
Offer Price.
Works Council of KAS BANK
On 23 April 2019, the Works Council has rendered
its unconditional positive advice in respect of the
transaction.
Regulatory Clearances
The process of obtaining all necessary
regulatory approvals is on track. Ultimately on the last day of the
Acceptance Period, the following regulatory clearances need to have
been obtained for the Offer:
- a declaration of no objection from the European Central Bank
for acquiring a qualifying holding in the Company; and
- a declaration of no objection from the Dutch Central Bank for
acquiring a qualifying holding in KAS Trust & Depositary
Services B.V.
(together, the "Pending
Regulatory Approvals" and each a
"Pending Regulatory
Approval").
If, following the Offer, the Offeror and its
Affiliates, alone or together with the Company, hold at least 95%
(ninety-five per cent) of the Securities, the Offeror will commence
a squeeze-out procedure.
If the acceptance level is below 95%, the
Offeror may waive the 95% Condition, and if the Offeror declares
the Offer unconditional, implement a demerger and liquidation of
the Company, on terms set out in more detail in the "Demerger and
Liquidation" section of this press release. In respect of the
regulatory approvals regarding the Demerger and Liquidation, (i) a
declaration of no objection from the ECB on a financial or
corporate restructuring for KAS BANK (article 3:96(1)(e) Wft) and
(ii) a banking license from the ECB for NewBankCo need to have been
obtained. The ECB has indicated that it will not approve a new
banking license for NewBankCo (as defined below) before the Offeror
has declared the Offer unconditional. Accordingly, if the Offeror
wishes to implement the Demerger and Liquidation, all filings will
only be made for such a license after the Offeror has declared the
Offer unconditional and elects to implement the Demerger and
Liquidation.
Irrevocable undertakings
The members of the Managing Board have
irrevocably undertaken to accept the Offer and to tender all
Securities they can freely tender as per the Acceptance Closing
Date to the extent permitted under applicable law, subject to the
Boards not revoking the Recommendations. All information regarding
the Irrevocable Undertakings which is relevant to the Offer has
been included in the Offer Memorandum. The members of the managing
board have not received any information relevant for shareholders
other than is disclosed in the Offer Memorandum.
For as long as the Boards recommend and support
the Offer, the Company shall use its best efforts to procure that
the relevant former members of the Managing Board and former and
current identified staff shall, to the extent permitted under
applicable law, tender in the Offer any Securities held by them
which they can freely tender.
Acceptance Period
The Acceptance Period begins on 29 July 2019, at
09:00 hours CET and ends, subject to extension in accordance with
Section 3.6 (Extension of the Acceptance Period) of the Offer
Memorandum on 23 September 2019, at 17:40 hours CET.
If the Offer is declared unconditional (gestand
wordt gedaan) (see below), the Offeror will accept all Securities
that have been validly tendered (or defectively tendered provided
that such defect has been waived by the Offeror) and not previously
withdrawn pursuant to the terms of the Offer in accordance with the
procedures set forth in Section 3.5 (Withdrawal rights) of the
Offer Memorandum.
During any such extension of the Acceptance
Period, any Securities previously tendered and not withdrawn will
remain subject to the Offer.
Declaring the Offer
unconditional
The obligation of the Offeror to declare the
Offer unconditional (gestand doen) is subject to the satisfaction
or waiver on or before the Acceptance Closing Date of the Offer
Conditions as set out in Section 4.14 (Offer Conditions) of the
Offer Memorandum. The Offer Conditions may be waived, to the extent
permitted by law, as set out in Section 4.15 (Waiver) of the Offer
Memorandum. If the Offeror wishes to waive one or more Offer
Conditions according to Section 4.15 (Waiver) of the Offer
Memorandum, the Offeror will inform the Securityholders as required
by the Applicable Rules.
Unless the initial Acceptance Period is
extended, the Offeror will no later than on the third (3rd)
Business Day following the Acceptance Closing Date determine
whether the Offer Conditions have been satisfied or waived. In
addition, the Offeror will at that time announce whether (i) the
Offer is declared unconditional (gestand wordt gedaan), (ii) the
Acceptance Period will be extended in accordance with article 15 of
the Takeover Decree, or (iii) the Offer is terminated as a result
of the Offer Conditions not having been satisfied or waived, all in
accordance with Section 4.14 (Offer Conditions) and Section 4.15
(Waiver) of the Offer Memorandum as well as article 16 of the
Takeover Decree.
If the Offer is declared unconditional (gestand
is gedaan), the Offeror will accept for payment all Securities
validly tendered (or defectively tendered provided that such defect
has been waived by the Offeror) and shall, within three (3)
Business Days after declaring the Offer unconditional, announce a
Post Acceptance Period as set out in Section 3.9 (Post Acceptance
Period) of the Offer Memorandum to enable Securityholders that did
not tender their Securities during the Acceptance Period to tender
their Securities under the same terms and conditions applicable to
the Offer.
Extension of the Acceptance
Period
Subject to the below, the Offeror may extend the
Offer past the Acceptance Closing Date only once, with a minimum of
two (2) weeks and a maximum of ten (10) weeks, subject to a
possible extension in case of an increase of the Offer Price. In
the event a third party has published a Competing Offer prior to
the Acceptance Closing Date, the Offeror may extend the Offer past
the Acceptance Closing Date to match the acceptance closing time of
a Competing Offer, in accordance with article 15, paragraph 5 of
the Takeover Decree.
If one or more of the Offer Conditions is not
fulfilled on the initial Acceptance Closing Date, the Offeror may
elect to extend the tender period, subject to the provisions of
section 15 of the Takeover Decree, provided that if the Offer
Conditions in Sections 4.14.1 and 14.14.5 of the Offer Memorandum
are not satisfied or waived on the Acceptance Closing Date, the
Offeror shall extend the tender period until such time as the
Offeror and KAS BANK reasonably believe is necessary to cause the
Offer Conditions in Sections 4.14.1 and 4.14.5 of the Offer
Memorandum to be satisfied, which extension shall be no more than
ten (10) weeks after the initially scheduled Acceptance Closing
Date.
If, subsequently, one or more of the Offer
Conditions is not fulfilled on the extended Acceptance Closing
Date, the Offeror may elect to extend the tender period, provided
that if the Offer Condition in Section 4.14.5 is not
satisfied or waived on the Acceptance Closing Date, the Offeror
shall extend the tender period, subject to the AFM granting an
exemption to be requested by the Offeror, until such time as the
Parties reasonably believe is necessary to cause the Offer
Condition in Section 4.14.5 to be satisfied, but no later than 31
December 2019.
If the Acceptance Period is extended, so that
the obligation pursuant to article 16 of the Takeover Decree to
announce whether the Offer is declared unconditional is postponed,
a public announcement to that effect will be made ultimately on the
third Business Day following the initial Acceptance Closing Date in
accordance with the provisions of article 15, paragraph 1 and
paragraph 2 of the Takeover Decree. If the Offeror extends the
Acceptance Period, the Offer will expire on the latest time and
date to which the Offeror extends the Acceptance Period.
During an extension of the Acceptance Period,
any Securities previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of each Securityholder
to withdraw the Securities he or she has already tendered in
accordance with Section 3.5 (Withdrawal rights) of the Offer
Memorandum.
Acceptance by
Securityholders
Securityholders who hold their Securities
through an Admitted Institution are requested to make their
acceptance known via their custodian, bank or stockbroker no later
than 17:40 CET on 23 September 2019, unless the Acceptance Period
is extended. Custodians, banks or stockbrokers may set an earlier
deadline for Securityholders to communicate acceptances of the
Offer in order to permit the custodian, bank or stockbroker to
communicate its acceptances to the Settlement Agent in a timely
manner.
Shareholders owning Shares individually recorded
in the Company's shareholders register that choose to accept the
Offer in respect of such Shares must deliver a completed and signed
acceptance form to the Settlement Agent. Completed acceptance forms
should be received by the Settlement Agent prior to the Acceptance
Closing Time. The acceptance forms are available upon request from
the Settlement Agent:
ING Bank N.V.Address: Foppingadreef 7, 1102 BD
Amsterdam, The NetherlandsTelephone number: +31 20 5636619E-mail:
iss.pas@ing.com
The acceptance form will also serve as a deed of
transfer (akte van levering) with respect to the Securities
referenced therein
Settlement of the Offer
Securityholders who have accepted the Offer and
Securityholders who have tendered their Securities for acceptance
pursuant to the Offer prior to or on the Acceptance Closing Time if
the Offer is declared unconditional (gestand is gedaan) will
receive on the Settlement Date the Offer Price in respect of each
Security validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) and delivered
(geleverd), at which point dissolution or annulment of a
Securityholder's tender or delivery (levering) shall not be
permitted.
Admitted Institutions receiving Securities from
Securityholders tendering under this Offer shall receive these
Securities as custodian. In turn, Admitted Institutions will submit
such Securities by written instruction to the Settlement Agent. By
tendering such Securities, the Admitted Institutions declare that
they have the Securities in their custody and that they procure
transfer of the Securities to the Offeror prior to or on the
Settlement Date.
Post Acceptance Period
The Offeror shall, within three (3) business
days after declaring the Offer unconditional, announce a Post
Acceptance Period to enable Securityholders that did not tender
their Securities during the Acceptance Period to tender their
Securities under the same terms and conditions applicable to the
Offer. Any such Post Acceptance Period will commence on the first
(1st) Business Day following the announcement of a Post Acceptance
Period and will remain open for a period of no less than five (5)
Business days and no longer than two (2) weeks. If the Post
Acceptance Period is announced, the Offeror will continue to accept
for payment all Securities validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
during such period and will pay for such Securities within five (5)
business days following the end of the Post Acceptance Period.
Securities validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) during the Post
Acceptance Period may not be withdrawn. The Offeror will, within
three (3) Business Days after the Post Acceptance Period has ended,
announce the number and percentages of Securities that have been
tendered in the Post Acceptance Period and the total number and
percentage of Securities the Offeror owns after the Post Acceptance
Period has ended.
Post-Closing Restructuring
Measures
The Offeror seeks to acquire 100% (one hundred
per cent) of the Securities and/or the business and operations of
the Company, through the Offer, a subsequent squeeze-out procedure
(if, following the Offer, the Offeror and its Affiliates, alone or
together with the Company, hold at least 95% (ninety-five per cent)
of the Securities) or other subsequent restructuring steps
(including the Demerger and Liquidation) (if, following the Offer,
the Offeror and its Affiliates, alone or together with the Company,
hold less than 95% (ninety-five per cent) of the Securities). These
steps are likely to have significant consequences for
Securityholders who do not tender their Securities under the Offer,
including the possibility of a substantial delay in the receipt by
them of their proceeds.
In the event the Offer is declared unconditional
(gestand wordt gedaan) it is intended that the listing of the
Company on Euronext Amsterdam will be terminated as soon as
possible. It is the intention of the Offeror to acquire ultimately
100% (one hundred per cent) of the Securities, including through
the acquisition of all Depositary Receipts for cancellation in
consideration for the transfer of the underlying shares in the
capital of KAS BANK. If, following the Settlement Date, the Offeror
and its Affiliates, alone or together with the Company, hold at
least 95% (ninety-five per cent) of the Securities, the Offeror
shall commence a compulsory acquisition procedure
(uitkoopprocedure) in accordance with article 2:92a DCC or the
takeover buy-out procedure in accordance with article 2:359c DCC to
buy out the holders of Depositary Receipts and Registered Shares
that are not yet held by the Offeror and its Affiliates.
Demerger and Liquidation
As a result of the feasibility analysis as
described in the joint press releases dated 25 February 2019 and 25
March 2019 by CACEIS S.A. and KAS BANK and in light of the CACEIS'
intention to acquire 100% of the Securities and/or the business and
operations of the Company, CACEIS' and KAS BANK have reached
agreement on the terms of a demerger and liquidation of the Company
(the "Demerger and Liquidation").
The effectuation of the Demerger and Liquidation
after completion of the Offer shall be subject to the following
conditions having been met.
- the number of Securities tendered for acceptance in the Offer
(including those, for the avoidance of doubt, tendered following an
extended Acceptance Closing Date), together with any Securities
committed to the Offeror, in writing or otherwise held by the
Offeror, represent at least 80% of the Company's aggregate issued
and outstanding ordinary share capital (geplaatst en uitstaand
kapitaal) (excluding any Securities then held by the Company);
- the resolutions required for the Demerger and Liquidation have
been adopted at the EGM and are in full force and effect;
- the relevant ECB and DNB approvals have been obtained in
relation to the Demerger and Liquidation;
- the consultation procedures with respect to the Works Council
in relation to the Demerger and Liquidation have been complied
with; and
- no order, stay, judgment or decree has been issued by any
court, arbitral tribunal, government, governmental authority or
other regulatory or administrative authority that remains in force
and effect, and no statute, rule, regulation, governmental order or
injunction has been enacted, which prohibits the implementation of
the Demerger and Liquidation.
(the
"Demerger and Liquidation Conditions")
Once the Offeror has declared the Offer
unconditional and is able to effectuate the Demerger and
Liquidation on the basis of the Demerger and Liquidation Conditions
(as set out in the Offer Memorandum, including the approval of the
EGM and the approval of the ECB for the banking license for
NewBankCo) having been met, and the Offeror elects to effectuate
the Demerger and Liquidation, the Company and the Offeror as soon
as practically possible will (i) enter into the relevant
restructuring agreements and perform their respective obligations
thereunder, and (ii) implement the Demerger and Liquidation, all in
accordance with the outline and principles as set out in Sections
4.14 (Offer Conditions) and 4.15 (Waiver) of the Offer Memorandum.
In determining whether it will waive the Offer Condition that the
number of Securities that is tendered in the Offer together with
the Securities that are held at that time by the Offeror shall
represent at least 95% of all issued and outstanding Securities at
the Acceptance Closing Date, (i.e. excluding any Treasury
Securities), the Offeror shall take into account the percentage of
Securities validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) in the Acceptance
Period and the status of the discussions with the regulatory
authorities in its decision.
The various steps which are envisaged by the
Demerger and Liquidation are set out in more detail in Section
4.18.2 (Demerger and Liquidation) of the Offer Memorandum. In
summary, the Demerger and Liquidation firstly involves the transfer
of the assets and liabilities comprising the UK and German branch
offices of KAS BANK to the Offeror followed by a statutory demerger
(juridische afsplitsing) in accordance with article 2:334a
paragraph 3 et seq DCC of KAS BANK into a new wholly-owned
subsidiary to be incorporated at the occasion of the demerger
("NewBankCo") to which KAS BANK will transfer by
operation of law and under general title (overdracht van rechtswege
onder algemene titel) its entire business. Subsequently, the shares
of NewBankCo will be transferred to the Offeror and KAS BANK will
be liquidated in accordance with article 2:19 DCC. Lastly,
NewBankCo is envisaged to merge into the Offeror through a cross
border merger subject to which all assets and liabilities of
NewBankCo will be transferred to the Offeror by universal
succession.
In the event that there is a sale of all,
substantially all, or part of the assets of the Company, followed
by a liquidation and a distribution of the sale proceeds, this may
raise specific tax issues for Securityholders, including without
limitation a liability to Dutch dividend withholding tax. To the
extent Dutch dividend withholding tax is not fully creditable
against the mainstream tax liability of the Securityholders, the
after-tax return may be significantly lower than the return would
have been had the Securities been offered to the Offeror. In
addition, a sale of all, substantially all, or part of the assets
of the Company may raise other specific tax issues for the Company,
any member of the Group and/or Securityholders, as a result of
which the after-tax return received by Securityholders may be
significantly lower than the return would have been, had such
Securityholder tendered Securities held by it in the Offer.
Liquidity and delisting
The purchase of Depositary Receipts by the
Offeror pursuant to the Offer, among other things, will reduce the
number of holders of Depositary Receipts and the number of
Depositary Receipts that might otherwise trade publicly and thus
adversely affect the liquidity of the Depositary Receipts not
tendered.
In accordance with Euronext Amsterdam Notice
2004-041, Euronext Amsterdam, in general, permits a delisting in
the case of a public offer if such public offer for all relevant
depositary receipts of shares is declared unconditional, giving the
bidder at least 95% (ninety-five per cent) of such depositary
receipts of shares. Should the Offeror decide to terminate the
listing of the Company, such termination will further adversely
affect the liquidity of any Depositary Receipts not tendered.
As soon as possible after Settlement, if this
occurs, the Offeror and the Company shall seek to procure the
delisting of the Depositary Receipts from Euronext Amsterdam and
termination of the listing agreement between the Company and
Euronext Amsterdam in relation to the listing of the Depositary
Receipts.
Announcements
Announcements in relation to the Offer,
including announcements in relation to an extension of the Offer
past the Acceptance Closing Time will be issued by press release
and will be made available on the Company's website at
www.kasbank.com.
Subject to any applicable requirements of the
Merger Rules and without limiting the manner in which the Offeror
may choose to make any public announcement, the Offeror will have
no obligation to communicate any public announcement other than as
described above.
Offer Memorandum, Position Statement and
further information
CACEIS is making the Offer on the terms and
subject to the conditions and restrictions contained in the Offer
Memorandum which is available as of today. In addition, as of
today, KAS BANK, makes available the Position Statement, containing
the information required by article 18 paragraph 2 and Annex G of
the Takeover Decree in connection with the Offer.
This press release contains selected, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or the Position Statement. The information in this
press release is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Securityholders are advised to review the Offer
Memorandum and the Position Statement in detail and to seek
independent advice where appropriate in order to reach a reasoned
judgment. In addition, Securityholders are urged to consult their
tax advisors regarding the tax consequences of tendering their
Securities in the Offer.
Digital copies of the Offer Memorandum are
available on the website of KAS BANK at www.kasbank.com and on the
website of CACEIS at www.caceis.com. These websites do not
constitute a part of, and are not incorporated by reference into,
the Offer Memorandum.
Copies of the Offer Memorandum are furthermore
available free of charge at the office of the Settlement Agent at
the address mentioned below.
The Settlement Agent:
ING Bank N.V.Foppingadreef 71102 BD
AmsterdamThe Netherlands
Advisors
In connection with the transaction, CACEIS' financial advisor is
Crédit Agricole CIB and its legal counsel is Clifford Chance. KAS
BANK's financial advisor is Rabobank and its legal counsel is
Stibbe.
Notice to U.S. Securityholders of KAS
BANK
The Offer is being made for the Securities of
KAS BANK, a public limited liability company incorporated under
Dutch law, and is subject to Dutch disclosure and procedural
requirements, which differ from those of the United States. The
financial information of KAS BANK 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 will be 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
will be 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.
The receipt of cash pursuant to the Offer by a
U.S. holder of Securities may be a taxable transaction for U.S.
federal income tax purposes and may be a taxable transaction under
applicable state and local laws, as well as foreign and other tax
laws. Each holder of Securities is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
It may be difficult for U.S. holders of
Securities to enforce their rights and any claim arising out of the
U.S. federal securities laws, since the Offeror and KAS BANK are
located in a country other than the United States, and some or all
of their officers and directors may be residents of a country other
than the United States. U.S. holders of Securities may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
Neither the U.S. Securities and Exchange
Commission nor any U.S. state securities commission or other
regulatory authority has approved or disapproved the Offer, passed
upon the fairness or merits of the Offer or provided an opinion as
to the accuracy or completeness of this Offer Memorandum or any
other documents regarding the Offer. Any declaration to the
contrary constitutes a criminal offence in the United States.
To the extent permissible under applicable law
or regulation, including Rule 14e-5 under the U.S. Exchange Act,
and in accordance with standard Dutch practice, the Offeror and its
Affiliates or brokers (acting as agents for the Offeror or its
Affiliates, as applicable) may before or during the period in which
the Offer remains open for acceptance, directly or indirectly,
purchase, or arrange to purchase, Securities outside of the United
States, from time to time, other than pursuant to the Offer. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. In addition, the
financial advisers to the Offeror may engage in ordinary course
trading activities in securities of KAS BANK, which may include
purchases or arrangements to purchase such securities. To the
extent required in the Netherlands, any information about such
purchases will be announced by press release in accordance with
Article 13 of the Takeover Decree and posted on the website of
CACEIS at www.caceis.com.
Press contact
CACEIS
Press contact KAS BANK Eric
Derobert
Remko Dieker Group Head of Communication and Public
Affairs
Secretary to the Managing Board Tel: +33 1 57 78 05
96
Tel: +31 20 557 51 80 Mobile: +33 6 83 78 65
59
Mobile: +31 6 51 68 54 79
About CACEIS
CACEIS is the asset servicing banking group of
Crédit Agricole dedicated to institutional and corporate clients.
Through offices across Europe, North America and Asia, CACEIS
offers a broad range of services covering execution, clearing,
forex, securities lending, depositary and custody, fund
administration, fund distribution support, middle office
outsourcing and issuer services. With assets under custody of €2.6
trillion and assets under administration of €1.7 trillion, CACEIS
is a European leader in asset servicing and one of the major
players worldwide (figures as of 31 December 2018).
www.caceis.com
About KAS BANK
KAS BANK is a European specialist for
safekeeping and administration of securities and high-quality risk-
and reporting services. We focus on securities services for
professional investors in the pensions and securities market. Our
strategy and services are based on clear principles about the role
custodians should perform in the financial markets. Integrity,
transparency and independence are important values for our bank, as
well as a low risk profile. KAS BANK is located in the Netherlands,
the United Kingdom and Germany. We offer access to more than 90
markets worldwide. KAS BANK is listed on Euronext Amsterdam.
www.kasbank.com
DISCLAIMER
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, CACEIS and KAS BANK disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither CACEIS, nor KAS BANK, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any KAS BANK shareholder who is in any doubt as
to his or her position should consult an appropriate professional
advisor without delay. This announcement is not to be published or
distributed in or to the United States, Canada or Japan.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement
does not constitute an offer to sell or the solicitation of an
offer to buy or acquire the securities of KAS BANK in any
jurisdiction.
Forward Looking Statements
Certain statements in this press release may be
considered “forward-looking statements,” such as statements
relating to the impact of this transaction on CACEIS and KAS BANK.
Forward-looking statements include those preceded by, followed by
or that include the words “anticipated,” “expected” or similar
expressions. These forward-looking statements speak only as of the
date of this release. Although CACEIS and KAS BANK believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct.
Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from historical experience or from future results
expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, receipt of
regulatory approvals without unexpected delays or conditions,
CACEIS’ ability to successfully integrate KAS BANK, CACEIS’ ability
to achieve the anticipated results from the acquisition and
integration of KAS BANK, the effects of competition (in particular
the response to the transaction in the marketplace), economic
conditions in the global markets in which CACEIS and KAS BANK
operate, and other factors that can be found in CACEIS’ and KAS
BANK’s press releases and public filings.
Neither CACEIS nor KAS BANK, nor any of their
advisors, accepts any responsibility for any financial information
contained in this press release relating to the business, results
of operations or financial condition of the other or their
respective groups. Each of CACEIS and KAS BANK expressly disclaims
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
1 Based on 15,594,990 securities issued and outstanding, minus
916,363 treasury securities.
- Joint Press Release CACEIS KAS BANK Public offer 07
26-2019
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