CSC and Intertrust have obtained Regulatory Clearance from the Central Bank of the Bahamas
October 07 2022 - 12:15AM
CSC and Intertrust have obtained Regulatory Clearance from the
Central Bank of the Bahamas
JOINT PRESS RELEASE
This is a joint press release by Intertrust N.V.
("Intertrust" or
the "Company") and CSC (Netherlands) Holdings
B.V. ("CSC" or
the "Offeror") 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 the offer memorandum (the "Offer
Memorandum") approved by the Dutch Authority for Financial
Markets (Stichting Autoriteit Financiële
Markten, the "AFM") which was published
on 31 March 2022, and subject to the restrictions set forth
therein. With reference to the joint press releases of 6 December
2021, 31 March 2022, 30 May 2022, 21 July 2022, and the Intertrust
press release of 31 May 2022, the Offer is subject to the
satisfaction or waiver of the offer conditions, all in accordance
with the terms of the merger agreement (the "Merger
Agreement") between Intertrust and Corporation Service
Company as executed on 6 December 2021 and the Offer Memorandum
(the "Offer Conditions"). The offer price of
EUR 20.00 per Share (the "Offer
Price") is "cum dividend". 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. Capitalised terms used herein but not defined in
this press release will have the meaning as ascribed thereto in the
Offer Memorandum.
CSC and Intertrust have obtained Regulatory Clearance from the
Central Bank of the Bahamas
Wilmington, Delaware, USA / Amsterdam,
the Netherlands – 7 October 2022 – CSC and
Intertrust hereby jointly announce that Regulatory
Clearance has been obtained from the Central Bank of the
Bahamas. CSC and Intertrust are awaiting one
remaining approval in the Bahamas, being the Regulatory Clearance
from the Securities Commission of the Bahamas.
Reference is made to the joint press release
issued by CSC and Intertrust on 31 March 2022 in respect of the
publication of the Offer Memorandum for the 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), on the terms and subject to the conditions and
restrictions set forth in the Offer Memorandum, and the joint press
release issued by CSC and Intertrust on 21 July 2022 in relation to
the further extension of the extended Offer Period, pursuant to an
exemption granted by the AFM on 21 July 2022, until the earlier of
(i) the date on which all Regulatory Clearances have been obtained
or waived, plus a period of two weeks, or (ii) 6 December 2022, at
17:40 CET.
Regulatory Clearances statusCSC
and Intertrust have obtained all Regulatory Clearances in 11 of the
required 13 jurisdictions (the British Virgin Islands, Curaçao,
Guernsey, Hong Kong, Ireland, Jersey, Luxembourg, the Netherlands,
Singapore, the United Arab Emirates and the United Kingdom) and
partial Regulatory Clearance in the Bahamas. CSC and Intertrust
continue to work constructively to satisfy all Offer
Conditions.
At the date of this press release, CSC and
Intertrust have not yet received all Regulatory Clearances in the
following jurisdictions: the Bahamas and the Cayman Islands. At
this time, CSC and Intertrust continue to anticipate that the Offer
will close in the second half of 2022.
Further announcementsCSC and
Intertrust will make a public announcement (i) promptly
following the receipt of each remaining Regulatory Clearance, (ii)
if and when the Offer Condition with respect to the Regulatory
Clearances is satisfied, waived or has become incapable of being
satisfied, or (iii) as otherwise required by applicable law. The
announcement that the Offer Condition with respect to the
Regulatory Clearances would have been satisfied or waived, if made,
will include the end date of the Offer Period, which will be two
weeks following the date such Offer Condition is fulfilled, subject
to the end date of 6 December 2022, at 17:40 CET.
- 221007 PR - CSC and Intertrust have obtained Regulatory
Clearance from CBB
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