CREDIT AGRICOLE SA: 95.30% of KAS BANK Securities committed -
CACEIS declares Offer for KAS BANK unconditional
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 16 paragraph 1
and 2 and Section 17 paragraph 1 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"). Any offer is made only by means of the Offer
Memorandum dated 26 July 2019 (the "Offer Memorandum") approved by
the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten) (the "AFM") 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, the United States or Canada or in any
other jurisdiction in which such release, publication or
distribution would be unlawful. Terms not defined in this press
release will have the meaning as set forth in the Offer
Memorandum.
95.30% of KAS BANK Securities committed
- CACEIS declares Offer for KAS BANK unconditional
Transaction highlights
- 95.30% of the KAS BANK all issued and outstanding Securities,
i.e. excluding any Treasury Securities, have been committed to
CACEIS
- All Offer Conditions have been satisfied or waived
- Settlement of tendered Securities will take place on 27
September 2019
- Remaining Securities can be tendered during the Post Acceptance
Period, commencing at 9:00 hours CET on Tuesday, 24 September 2019
and expiring at 17:40 hours on Monday, 7 October 2019
Paris, France and Amsterdam, the Netherlands, 23
September 2019
With reference to the joint press releases dated
25 February, 25 March, 26 July and 17 September 2019 and the Offer
Memorandum, KAS BANK and CACEIS are pleased to jointly announce
that approximately 95.30% of all issued and outstanding Securities,
i.e. excluding any Treasury Securities, have been tendered in the
Offer. All Offer Conditions have been satisfied or waived. CACEIS
declares the Offer unconditional (doet gestand).
Sikko van Katwijk, Chairman of the
Managing Board of KAS BANK
"We are very pleased that the shareholders of
KAS BANK share our conviction that CACEIS’ offer is in the long
term interest of KAS BANK and all of its stakeholders. As part of
the CACEIS’ global network, our clients will benefit from KAS BANK
being part of an international asset servicer in combination with
in-depth understanding of the local market. We look forward to the
collaboration with CACEIS to further improve our products and serve
our current clients even better. Joining CACEIS also gives us the
opportunity to further develop and export our expertise in
servicing pension funds. We look forward to working with the CACEIS
team to take the next step in our long history.”
Jean-François Abadie, Chief Executive
Officer of CACEIS
"I am delighted in the success of this
recommended public offer. The staff from KAS BANK will soon join
CACEIS and bring their expert knowledge of the servicing needs of
their institutional investor clients. CACEIS now adds a high level
of expertise in pension fund servicing to its offer. All clients of
the CACEIS group stand to benefit from the services of one of the
leading European asset servicing companies, our geographical
footprint and our financial strength. Together with the staff and
management of KAS BANK, we will leverage our extensive migration
experience to ensure uninterrupted service for KAS BANK
clients."
Acceptance
During the Acceptance Period that expired at
17:40 CET today, 14,088,162 Securities have been tendered for
acceptance pursuant to the Offer, representing approximately 95.30%
of all issued and outstanding Securities, i.e. excluding any
Treasury Securities. CACEIS currently holds no Securities in KAS
BANK, so will hold 95.30% of all issued and outstanding Securities
(i.e. 14,088,162 Securities) upon settlement of the
Securities tendered for acceptance during the Acceptance Period. At
an offer price of EUR 12,75 (cum dividend) in cash per Security,
this represents an aggregate value of EUR 179,624,065.50 (the
"Offer Price").
Settlement
The Securityholders that have tendered and
delivered their Securities for acceptance pursuant to the Offer,
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), under the terms and conditions set out in the Offer
Memorandum and subject to the restrictions stipulated therein.
Payment of the Offer Price per tendered Security will occur on 27
September 2019.
Upon Settlement the changes to the composition
of the Supervisory Board of KAS BANK, as approved by the general
meeting of KAS BANK on 12 September 2019, will become effective.
Following Settlement the Supervisory Board of KAS BANK will be
composed of: Peter Borgdorff, Pauline Bieringa, Hans Snijders,
Jean-François Abadie, Catherine Duvaud and Joseph Saliba.
Post Acceptance Period
CACEIS hereby announces that Securityholders who
have not tendered their Securities during the Acceptance Period
will have the opportunity to tender their securities under the same
terms and conditions as the Offer in a Post Acceptance Period
(na-aanmeldingstermijn) commencing at 9:00 hours CET on Tuesday, 24
September 2019 and expiring at 17:40 hours CET on Monday, 7 October
2019 (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, in
accordance with Article 17, paragraph 4 of the Decree.
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 four (4) business days
following the end of the Post Acceptance Period.
During the Post Acceptance Period,
Securityholders have no right to withdraw Securities from the
Offer, regardless of whether their Securities have been validly
tendered (or defectively tendered, provided that such defect has
been waived by the Offeror) during the Acceptance Period or the
Post Acceptance Period.
Delisting and liquidity
CACEIS and KAS BANK intend to procure the
delisting of the Securities from Euronext Amsterdam and termination
of the listing agreement between the Company and Euronext Amsterdam
in relation to the listing of the Securities. Delisting may further
adversely affect the liquidity and market value of any Securities
not tendered.
Squeeze-out Procedure
CACEIS intends to commence in an expeditious
manner 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. Reference is made to section
4.18.1 (Delisting, Squeeze-out Procedures) of the Offer
Memorandum.
Further implications of the Offer being
declared unconditional
Remaining Securityholders who do not wish to
tender their Securities in the Post Acceptance Period should
carefully review the sections of the Offer Memorandum that further
explain the intentions of the Offeror and KAS BANK, including
Section 4.19 (Consequences of the Offer) and Securities 4.18
(Post-Closing Restructuring Measures). This section describes
certain risks remaining Securityholders will be subject to if they
elect not to accept the Offer and certain measures the Offeror may
take to achieve its goal of obtaining 100% of the Securities. These
risks are in addition to the risks associated with holding
Securities issued by KAS BANK generally, such as the exposure to
risks related to the business of KAS BANK and its subsidiaries, the
markets in which KAS BANK operates, as well as economic trends
affecting such markets generally as such business, markets or
trends may change from time to time.
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 KAS BANK'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.
Further information
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.
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
For more information, please contact:
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.
- Communiqué conjoint CACEIS KAS BANK - Declaration unconditional
press release 230919 final
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