Saxo Bank A/S entered into a conditional agreement to acquire BinckBank N.V. (ENXTAM:BINCK) from Stichting Prioriteit Binck and others for approximately €420 million on December 17, 2018. Under the terms, Saxo Bank A/S (“Saxo Bank”) made a recommended all-cash public offer of €6.35 (cum dividend) per issued and outstanding ordinary share and priority share of BinckBank N.V. (“BinckBank”). The deal will be financed from available cash resources and through fully committed equity financing of €100 million from Fournais Holding A/S, Geely Financials Denmark A/S and Sampo Plc. In case of termination due to a superior offer been made, BinckBank will pay a termination fee of €4.3 million to Saxo Bank. However, in case of termination due to regulatory clearances have not been obtained, Saxo Bank will pay a termination fee of €4.3 million to BinckBank. Pursuant to completion, Saxo Bank intends to delist BinckBank N.V. shares from the stock exchange by commencing statutory squeeze-out, if it acquires at-least 95% shares of BinckBank. In case Saxo Bank A/S acquires less than 95% but at least 80% of the shares, Saxo Bank will be entitled to pursue a legal triangular merger of BinckBank N.V. with two of its subsidiaries (BinckBank Holdco and New BinckBank), whereby BinckBank shareholders will hold a number of shares in the capital of BinckBank Holdco equal to the number of shares held by such holder of shares immediately prior to the completion. Post-acquisition, the Supervisory Board of BinckBank N.V. will comprise of John van der Steen, Jeroen Princen, Søren Kyhl, Steen Blaafalk, F. Reisbøl and an independent member to be nominated. John van der Steen will serve as chairman of the Supervisory Board and Jeroen Princen has been nominated upon the enhanced recommendation of the works council of BinckBank. As at the successful completion of the offer, the BinckBank executive Board will be composed of three members, V.J.J. Germyns, E.J.M. Kooistra and S.J. Clausing. The offer will start from March 13, 2019 and will end on May 22, 2019. Stichting Prioriteit Binck has irrevocably undertaken to accept the offer in respect of the Priority shares it holds and to cooperate with inter alia certain actions in relation to the post- closing merger. Each of the members of the Executive Board has irrevocably undertaken to tender their respective shares under the offer, The deal is subject to regulatory clearances like declaration of no-objection from the European Central Bank and approval from the Dutch Central Bank, Saxo Bank having received executed copies of resignation letters from the resigning members of the BinckBank supervisory board and acceptance of minimum 95% shares in the offer which will be reduced to 80% in the event BinckBank N.V.'s shareholders adopt the other resolution at the extraordinary general meeting. Saxo Bank may waive the minimum acceptance condition without the consent of BinckBank if the acceptance level is at least 67%. The deal has been unanimously approved by the Supervisory and Executive Boards of BinckBank N.V. As on April 23, 2019, the offer was approved by the shareholder’s of BinckBank, subject to the offer by Saxo Bank being declared unconditional and settlement having taken place. As of July 23, 2019, the transaction received all regulatory clearances including declarations of no objection from the Dutch Central Bank and the European Central Bank. Saxo and BinckBank jointly recommend all Shareholders to tender Shares. The transaction is expected to be completed in the third quarter of 2019. As of March 12, 2019, the long stop date is December 17, 2019. As on May 16, 2019 the offer period for the acquisition was extended till July 31, 2019. As of July 31, 2019, Saxo Bank tendered 95.14% shares of BinckBank. Remaining Shares can be tendered during the Post-Closing Acceptance Period, commencing on August 1, 2019 and ending on August 14, 2019. Saxo Bank and BinckBank intend to procure the delisting of the BinckBank shares on Euronext Amsterdam as soon as possible. Saxo Bank intends to initiate the statutory buy-out procedure in an expeditious manner. As of settlement the changes to the composition of the supervisory board of BinckBank, as approved by the general meeting of BinckBank on April 23, 2019, have become effective. The supervisory board of BinckBank is now composed of J.W.T. van der Steen, J.G. Princen, S. Kyhl, S. Blaafalk and F. Reisbøl. J.P. Morgan acted as financial advisor and Christiaan de Brauw, Jan Louis Burggraaf, Stephanie Horowitz, Samuel Garcia Nelen, Vincent Dogan, Olivier Valk, Dominique Coumans, Sjoerd Buijn, Daphne van der Houwen, Gerard Kastelein, Sander Schouten and Naomi Reijn of Allen & Overy acted as legal advisor to Saxo Bank A/S. Lazard acted as financial advisor and NautaDutilh acted as legal advisor to BinckBank N.V. Sander Griffejoen and Edward Mitting of Rothschild & Co acted as financial advisor and Clifford Chance acted as legal advisor to the Supervisory Board of BinckBank N.V. Jeppe Buskov, Andreas Hallas and Michael Nørremark of Kromann Reumert acted as legal advisors to Saxo Bank A/S. Ernst & Young acted as financial advisor to Saxo Bank A/S. Saxo Bank A/S completed the acquisition of BinckBank N.V. (ENXTAM:BINCK) from Stichting Prioriteit Binck and others in a tender offer on July 31, 2019. Saxo Bank will initiate the statutory buy-out proceedings in an expeditious manner in order to obtain 100% of the Shares.