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JOINT PRESS RELEASE: CSC Launches Recommended All-Cash Offer for Intertrust Shares

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WILMINGTON, Del. & AMSTERDAM–(BUSINESS WIRE)–This is a joint press release by Intertrust N.V. (“Intertrust” or the “Company”) and CSC (Netherlands) Holdings B.V. (the “Offeror”), pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 10, paragraphs 1 and 3 and Section 18, paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) 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 an offer memorandum (the “Offer Memorandum”) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) which is available as of today, 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, Canada and Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

Publication of the Offer Memorandum – Offer to be discussed at the AGM on 31 May 2022 – Offer Period ends on 10 June 2022, unless extended.

Transaction highlights

  • 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) per Share (as defined below)
  • Offer Period runs from 1 April 2022 to 10 June 2022. Completion of the Offer is expected in the second half of 2022
  • 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 Shareholders to accept the Offer and vote in favor of the Offer Resolutions to be proposed at the annual general meeting of shareholders of Intertrust(the “AGM”)
  • Intertrust will hold the AGM at 15:00 hours CET on 31 May 2022, instead of the previously announced date of 12 May 2022. The AGM will also include the resolutions related to the Transaction
  • 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 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
  • The Offer is subject to obtaining the Regulatory Clearances and Competition Clearances. The process to obtain the required Regulatory Clearances is ongoing. To date, the Competition Clearances condition is satisfied
  • The Offer is subject to certain other conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the Shareholders approve the Asset Sale and Liquidation at the AGM. If the Offeror obtains 95% or more of the Shares it expects to implement the Asset Sale and initiate the Squeeze-Out Proceedings, and if it obtains between 80% and 95% it expects to implement the Asset Sale and Liquidation, if approved by the Shareholders
  • Intertrust’s joint Works Council in the Netherlands has rendered a positive advice on the decision of the Intertrust Boards to support the Transaction and recommend the Offer

With reference to the publication of the Offer Memorandum today, the Offeror and Intertrust jointly announce that the Offeror is making a recommended public all-cash offer to all holders of issued and outstanding ordinary shares (the “Shares”, and each holder of such Shares, a “Shareholder”) in the share capital of Intertrust at an offer price of EUR 20.00 (cum dividend), without interest and less mandatory withholding tax payable under the applicable Law (if any) (the “Offer Price”), in cash per Share on the terms and subject to the conditions and restrictions as set forth in the Offer Memorandum (the “Offer”). The Offer Period runs from 1 April 2022 until and including 10 June 2022. Completion of the Offer is expected in the second half of 2022. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

The Offer

The Offer is made on the terms and subject to the conditions and restrictions set forth in the Offer Memorandum. Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and have not validly withdrawn their Shares and have transferred (geleverd) their Shares to the Offeror prior to or on the Closing Date (each of these Shares, a “Tendered Share”) will receive the Offer Price in consideration of each Tendered Share.

In the event of any cash or share dividend or other distribution on the Shares (the “Distributions“) by Intertrust prior to Settlement, whereby the record date is decisive for entitlement to such Distribution, the Offer Price will be decreased by the full amount of any such Distribution made by Intertrust in respect of each Share (before any applicable withholding tax).

The Offer values 100% of the Shares at approximately EUR 1.8 billion. The Offeror expects to fund the Offer through a combination of cash available resources and third-party debt financing. In the press release dated 6 December 2021, Corporation Service Company (“CSC“) confirmed that sufficient equity financing is in place to complete the Offer. CSC has entered into binding debt commitment papers with a consortium of reputable banks, led by Bank of America, N.A., for senior debt financing in an aggregate amount of approximately (a) USD 1.8 billion of first lien term USD debt, (b) EUR 1.0 billion of first lien term Euro debt, (c) USD 420 million of second lien term USD debt and (d) a USD 250 million first lien revolving facility, which is fully committed on a “certain funds” basis (the “Debt Financing”). Further details can be found in section 6.5 (Financing of the Offer) of the Offer Memorandum.

Rationale of the Offer

The combination of CSC and Intertrust creates a clear and 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. Customers will benefit from a strengthened and enhanced geographical and broadened service offering, built on the highly complementary strengths of CSC’s leadership in the US and Intertrust’s leadership in Europe. CSC shares Intertrust’s vision and regards its emphasis on ESG principles with a particular focus on human capital. Employees will benefit from CSC’s strong corporate culture and values, and a significantly larger and more global company, offering enhanced career development opportunities.

Full and unanimous support and recommendation by the Intertrust Boards

Following the diligent and carefully executed process, the Intertrust Boards believe that the Offeror has made the most compelling offer representing an attractive cash premium to the Shareholders, as well as favourable non-financial terms and commitments in respect of deal certainty. The Intertrust Boards conclude that the Offer is in the best interest of the Company and the sustainable, long-term success of its business, taking especially into account the interests of all Intertrust’s stakeholders.

Taking all these considerations into account, the Intertrust Boards unanimously support the proposed Transaction and recommend that the Shareholders tender their Shares under the Offer. Accordingly, the Intertrust Boards recommend that the Shareholders vote in favour of the Offer Resolutions at the upcoming AGM.

Non-Financial Covenants

Intertrust and the Offeror have agreed to certain covenants, including covenants on structure and corporate governance, strategy, employees, leverage and costs, minority shareholders and other non- financial matters, for a duration of two years after settlement (the “Non-Financial Covenants”).

Structure and Governance

The Intertrust Group’s headquarters will remain in Amsterdam, the Netherlands, and the Offeror will not divest or transfer any material part of the Intertrust Group. The Intertrust Group’s core values and culture will be respected and maintained.

Upon successful completion of the Offer, it is envisaged that from the current members of Intertrust’s Supervisory Board, Charlotte Lambkin and Toine van Laack will continue as independent Supervisory Board members (the “Independent Supervisory Board Members”) and will especially monitor compliance with the Non-Financial Covenants. Any deviation from the Non-Financial Covenants shall require the approval of the Independent Supervisory Board Members within this two-year period.

Strategy

It is envisaged that the Offeror’s and Intertrust’s businesses will be aligned following Settlement in order to fully benefit from the reach, scale and resources from their combined businesses. Parties will work on a joint strategy in the period prior to Settlement, to the extent permitted by law, and will regularly consult with the Works Council on the contemplated alignment.

CSC confirms the growth potential of the Combined Group and intends to explore and invest in existing and new opportunities to expand the Combined Group’s business.

Employees

The existing rights and benefits of Intertrust’s employees will be respected, including existing rights and benefits under their individual employment agreements, collective labour agreements and social plans, and including existing rights and benefits under existing covenants made to the Works Council. The Offeror will also respect the existing pension rights of the Group’s current and former employees and the Intertrust Group’s employee consultation structure.

The Offeror will strive to apply the highest standards of human resources management within the Combined Group and organise its workforce in both a socially exemplary and competitive manner. The culture and diversity of Intertrust will be reflected in the best possible way, while taking a balanced and fair approach towards both Intertrust’s and the Offeror’s employees.

There will be no reduction in the number of employees of the Intertrust Group as a direct consequence of the Transaction, it being understood that the above shall not limit the Combined Group’s ability to take into account the fact that the Company will no longer be a publicly traded independent company or to act in accordance with the following sentence. To the extent that any positions within the Intertrust Group and the Offeror’s Group overlap following Settlement, such positions will be filled based on fair allocation principles, such as “best person for the job”, without any discrimination on the basis of nationality or current employer. The Offeror is committed to provide Intertrust’s employees with appropriate career opportunities and training.

Leverage and costs

CSC and Intertrust will ensure that the Combined Group will be prudently financed to safeguard business continuity and to support the success of the business, while also ensuring that the financial leverage of the Combined Group remains at a sustainable level on a rolling basis.

Until the earlier of (i) completion of the Asset Sale and (ii) commencement of statutory squeeze-out proceedings (the “Integration Date”), the net debt position of the Combined Group shall correspond to a maximum of 6.0x EBITDA and no dividends or other distributions will be paid by the Intertrust Group to the Offeror or any of its affiliates (excluding the Intertrust Group) unless the net debt position of the Intertrust Group is lower than 6.0x EBITDA.

CSC or its affiliates will not effect any debt push-down to the Intertrust Group, except as reasonably necessary to consummate the Debt Financing, or charge any management fees or other costs before the Integration Date.

Corporate governance post-Settlement

It is envisaged that the Supervisory Board will as of the Settlement Date consist of six members, with Charlotte Lambkin and Toine van Laack as the Independent Supervisory Board Members. As independent members of the Supervisory Board, they will especially monitor compliance with the Non-Financial Covenants. Subject to the Offer being declared unconditional and the relevant Offer Resolutions having been adopted at the AGM, Rod Ward, Jackie Smetana, E.J. Dealy and James Stoltzfus will join the Supervisory Board as members designated by CSC.

At Settlement, the current members of the Management Board shall continue to serve as members of the Management Board.

Following completion of the Asset Sale, the governance of Intertrust is applied to the Offeror, to the extent legally applicable, provided that Jackie Smetana will not join the supervisory board of the Offeror.

Board Irrevocables

The CEO and CFO of Intertrust and Mr. Ruys and Mr. Willing, members of the Supervisory Board, have executed undertakings to tender all the Shares held by them in the Offer. No other Shareholders have been approached for an irrevocable undertaking to support and accept the Offer.

The AGM

In accordance with article 18, paragraph 1 of the Decree, Intertrust must hold a general meeting to discuss the Offer with the Shareholders. Intertrust will combine such general meeting with the AGM. In part I of the AGM, the annually recurring items will be discussed and resolved upon. Part II of the AGM will address the Offer and the Offer Resolutions. Subject to the terms of the Merger Agreement, the Intertrust Boards recommend that the Shareholders vote in favour of the Offer Resolutions put to the Shareholders at the AGM.

The AGM will be held on 31 May 2022, starting at 15:00 hours CET, instead of the previously announced date of 12 May 2022. Intertrust will hold the AGM in hybrid form, allowing Shareholders to attend the AGM either in person or virtually. Separate convocation materials and information on the hybrid meeting are available on Intertrust’s website (www.intertrustgroup.com/investors).

The information for Shareholders as required pursuant to Section 18, paragraph 2 of the Decree, is included in the position statement, which also includes the convocation notice and agenda for the AGM, which has been made available as of today at Intertrust’s website (www.intertrustgroup.com/investors).

Works Council of Intertrust

Intertrust’s joint Works Council in the Netherlands has rendered a positive advice on the decision of the Intertrust Boards to support the Transaction and recommend the Offer on 24 December 2021. Furthermore, the joint Works Council will, if and when applicable, at a later stage be informed of, and consulted on, the financing of the Transaction.

Competition Clearances

On 24 December 2021, WMB filed a Notification and Report Form under the HSR Act, with the U.S. Department of Justice and the U.S. Federal Trade Commission. On 30 December 2021, Intertrust filed a Notification and Report Form under the HSR Act. On 26 January 2022, the waiting period under the HSR Act expired with respect to each filing, which concluded the HSR Act review of the proposed combination of CSC and Intertrust. Accordingly, to date, the Competition Clearances condition is satisfied.

Regulatory Clearances

In connection with the provision by the Intertrust Group of trust company and other specialised administrative and financial services in various jurisdictions around the world, certain of Intertrust’s subsidiaries (the “Intertrust Regulated Subsidiaries”) hold licenses or other authorisations (collectively, “Licenses”) permitting the provision of such services in these jurisdictions, and by virtue of this holding are subject to oversight by local regulators.

The local rules and regulations applying to the Licenses generally provide that, upon a change of control of a licensee, an investigation and due diligence process is conducted in order for the applicable regulator to assess the acquiring entity and certain of its ultimate owners and policymakers. As a result of the Transaction, CSC will become an indirect owner of the Intertrust Regulated Subsidiaries. Accordingly, CSC and, in some cases, certain of its shareholders and Affiliates are required to undergo review by the regulators with oversight of the Intertrust Regulated Subsidiaries before CSC becomes the indirect owner of the Licenses, in accordance with local law.

Intertrust and the Offeror must make certain filings to apply for the Regulatory Clearances required in connection with the Transaction (the “Regulatory Applications“). Regulatory Applications have or will be made in various jurisdictions including British Virgin Islands, Bahamas, Cayman Islands, Curaçao, Guernsey, Hong Kong, Ireland, Jersey, Luxembourg, Netherlands, Singapore, United Arab Emirates and United Kingdom. The Regulatory Applications are subject to varying review periods of up to 90 – 120 business days, and are subject to extension in certain instances if requested or required by the applicable regulator.

Indicative timetable

Expected date and time

(All times are CET)

Event

09:00 hours CET, 1 April 2022

Commencement of the Offer Period

15:00 hours CET on 31 May 2022

AGM, at which meeting, among other matters, the Offer will be discussed, and the Offer Resolutions will be voted on

17:40 hours CET, 10 June 2022

Closing Date and Closing Time: deadline for Shareholders to tender their Shares, unless the Offer Period is extended in accordance with Article 15 of the Decree

No later than three (3) Business Days after the Closing Date (or the Postponed Closing Date)

Unconditional Date: the date on which the Offeror will publicly announce whether the Offer is declared unconditional (gestand is gedaan) in accordance with Article 16 of the Decree

No later than the fifth (5th) Business Day after the Closing Date (or the Postponed Closing Date)

Settlement Date: the date on which, in accordance with the terms and conditions of the Offer, the Offeror will pay the Offer Price for each Tendered Share

No later than the third (3rd) Business Day after the Unconditional Date

Post-Acceptance Period: if the Offer is declared unconditional (gestand is gedaan), the Offeror will announce a Post- Acceptance Period for a period of two (2) weeks in accordance with Article 17 of the Decree

No later than the third (3rd) Business Day after the expiration of the Post- Acceptance Period

The Offeror will publicly announce the results of the Post- Acceptance Period

No later than two (2) Dutch trading days after the Offeror’s acceptance of Tendered Shares in the Post- Acceptance Period

Settlement of the Tendered Shares during the Post- Acceptance Period: in accordance with the terms and conditions of the Offer, the Offeror will pay the Offer Price for each Tendered Share

Offer Period

The Offer Period will commence at 09:00 hours CET on 1 April 2022 and will expire on 10 June 2022 at 17:40 hours CET on the Closing Date, unless the Offer Period is extended in accordance with section 5.5 (Extension) of the Offer Memorandum.

Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares pursuant to the provisions of Article 5b, paragraph 5 and Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree and in accordance with the procedures set forth in section 5.3 (Acceptance by Shareholders) of the Offer Memorandum.

Acceptance by the Shareholders

Shareholders who hold their Shares through an Admitted Institution are requested to make their acceptance known through their bank or stockbroker no later than the Closing Time, being 17:40 hours CET on the initial Closing Date, unless the Offer Period is extended in accordance with section 5.5 (Extension) of the Offer Memorandum. The custodian, bank or stockbroker may set an earlier deadline for communication by Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to ABN AMRO Bank N.V. (the “Settlement Agent”) in a timely manner. Accordingly, Shareholders holding Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from the dates and times noted in the Offer Memorandum.

Admitted Institutions may tender Shares for acceptance only to the Settlement Agent and only in writing. In submitting the acceptance, Admitted Institutions are required to declare that (i) they have the Tendered Shares in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that (a) the Tendered Shares are being tendered in compliance with the restrictions set out in sections 2 (Restrictions) and 3 (Important information) of the Offer Memorandum and (b) neither it, nor any director, officer, member, employee, or agent acting for it in connection with the Tendered Shares, is the subject or target, directly or indirectly, of any economic or financial sanctions or trade embargoes administered or enforced by any governmental or supranational authority, including but not limited to any agency of the U.S. government, the United Kingdom, the European Union or any member state thereof, or the United Nations (collectively, “Sanctions” and any such government, body, or agency a “Sanctions Authority”), including, without limitation, as a result of being a person (1) listed in any Sanctions-related list of sanctioned person maintained by a Sanctions Authority (other than solely by virtue of its inclusion in the U.S. “Sectoral Sanctions Identifications (SSI) List” or Annex III, IV, V or VI of Council Regulation (EU) No. 833/2014 of 31 July 2014, as amended), (2) located, organized or resident in a country, jurisdiction or territory that is subject to comprehensive sanctions or trade embargoes (including Russia, Cuba, Iran, North Korea, Syria, or the Crimea region), or (3) owned or controlled by any such person or persons, and (iii) they undertake to effect the transfer (levering) of these Tendered Shares to the Offeror prior to or ultimately on the Settlement Date, provided that the Offer has been declared unconditional (gestand is gedaan).

Although under normal circumstances the relevant Admitted Institutions will ensure that the Tendered Shares are transferred (geleverd) to the Offeror, if so instructed by the Shareholder, Shareholders are advised that each Shareholder is responsible for the transfer (levering) of such Tendered Shares to the Offeror.

Subject to Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree, the tendering of Shares by a Shareholder in acceptance of the Offer will constitute irrevocable instructions (i) to block any attempt to transfer (levering) such Tendered Shares, so that on or prior to the Settlement Date no transfer (levering) of such Tendered Shares may be effected (other than to the Settlement Agent on or prior to the Settlement Date if the Of

Contacts

Press enquiries Intertrust:
Investors & Media

Michiel de Jonge

michiel.dejonge@intertrustgroup.com
Tel +31 6 533 983 94

Press inquiries CSC:
Brandy Chieffi

brandy.chieffi@cscglobal.com
Tel +1 302 636 5837

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