BinckBank and Saxo Bank agree on recommended all-cash public offer for all BinckBank shares

BinckBank to become part of Saxo Bank group to create a European powerhouse within online trading and investments

Amsterdam, the Netherlands / Copenhagen, Denmark - 17 December 2018

• BinckBank and Saxo Bank have reached a conditional agreement on a recommended all-cash public offer of EUR 6.35 (cum dividend) per issued and outstanding ordinary share and priority share of BinckBank representing a total consideration of EUR 424 million
• The offer price represents a premium of 35% over the closing price of 14 December 2018, and a premium of respectively 42%, 43% and 38% over the average volume weighted price per share over the last one, two and three calendar months, delivering immediate, certain and significant value to BinckBank shareholders
• Transaction unanimously supported and recommended by BinckBank's executive board and supervisory board
• Saxo Bank has committed financing in place and will fund the transaction via a combination of equity injections by its shareholders and cash at hand
• The parties have agreed to certain non-financial covenants for BinckBank stakeholders for a period of three years
• Draft offer memorandum will be submitted to the AFM no later than end of Q1 2019
• It is anticipated that the offer will close in Q3 2019

BinckBank and Saxo Bank announce today that a conditional agreement (the Merger Protocol) has been reached on a recommended public offer (the Offer) to be made by Saxo Bank for the entire issued and outstanding share capital of BinckBank (the Shares) for EUR 6.35 in cash per share (cum dividend) (the Offer Price).

This announcement follows constructive interactions between the boards and management teams of both companies including a period of targeted due diligence.

Attachment

• Click here for the full press release.pdf