CACEIS reached a conditional agreement on a recommended all-cash public offer to acquire KAS BANK N.V. (ENXTAM:KA) for approximately €190 million on February 25, 2019. Under the terms, CACEIS will pay €12.75 in cash per security. CACEIS will finance the transaction from its own funds. KAS BANK will evolve into the CACEIS' Dutch branch, who will maintain local Dutch management and expertise. If CACEIS acquires at least 95% of the Securities, CACEIS will initiate a statutory buy-out procedure to obtain 100% of the securities. If CACEIS acquires less than 95% but at least 80% of the securities and subject to KAS BANK and CACEIS reaching final agreement on the structure thereof, it is intended that CACEIS acquires full ownership of the business of KAS BANK pursuant to a legal demerger of the business of KAS BANK to a newly incorporated subsidiary of KAS BANK, after which the new subsidiary will be sold and transferred to CACEIS against payment by CACEIS of a purchase price sufficient to ensure that KAS BANK will be able to make and advanced liquidation distribution on each security not tendered in the offer equal to the offer price. Upon completion of the sale of the new subsidiary to CACEIS, KAS BANK will be dissolved and liquidated, following which the remaining holders of securities will receive an advanced liquidation distribution. If the merger protocol is terminated because a competing offer has been made which has not been matched by CACEIS, KAS BANK will pay CACEIS an amount equal to 1% of the aggregate offer price. If the merger protocol is terminated because the competition clearance or the regulatory approvals have not been obtained, CACEIS will pay to KAS BANK an amount equal to 1% of the aggregate offer price. If the merger protocol is terminated because all relevant conditions are satisfied or waived and CACEIS fails to launch the Offer or does not settle the Offer, CACEIS will pay to KAS BANK an amount equal to 1% of the aggregate offer price. CACEIS will maintain and respect the operating of the Managing Board and Supervisory Board until the Dutch branch has been launched successfully. KAS BANK will become a branch of CACEIS. Under the envisaged new ownership, Sikko van Katwijk, Chairman of the Managing Board, and Mark Stoffels, Chief Financial and Risk Officer, and Jaap Witteveen, Chief Operating Officer will continue in their current position in the Managing Board of KAS BANK. Following completion of the transaction, the Supervisory Board of KAS BANK, subject to the approval by the EGM and regulatory approval, will consist of seven members of which four new members will be nominated by CACEIS. Three members of the Supervisory Board will continue. The existing rights, benefits, pension rights, (collective) agreements and social plan applicable to the employees of KAS BANK will be respected or replaced with equivalent arrangements. Also, the existing arrangements with the works council, trade unions and employee consultation processes will be respected. The support and recommendation is subject to the customary terms and conditions of the merger protocol entered into by KAS BANK and CACEIS and completion of the consultation process with the works council of KAS BANK including minimum acceptance level of 95%, which acceptance level will automatically be lowered to 80% if and when the demerger and liquidation is agreed between KAS BANK and CACEIS, it is provided however that CACEIS may waive the minimum acceptance condition without the consent of KAS BANK if the acceptance level is at least 75%, the consultation procedures with respect to the advice of the works council of KAS BANK having been complied with, Stichting Preferente Aandelen KAS BANK, subject to the offer being declared unconditional, having waived its call option right under the call option agreement between Stichting Preferente Aandelen KAS BANK and KAS BANK and having agreed to (i) request KAS BANK to cancel the outstanding preference shares, and (ii) terminate the call option agreement, Stichting Administratiekantoor Aandelen KAS BANK having agreed that, subject to the offer being declared unconditional, it will exchange all depositary receipts to be held by CACEIS for the corresponding ordinary shares, competition clearance having been obtained, declarations of no-objection having been obtained from the European Central Bank and the Dutch Central Bank. The Managing Board and Supervisory Board of KAS BANK have unanimously support and recommend the offer and recommend the offer to the holders of Securities and furthermore recommend the holders of securities to vote in favour of the resolutions relating to the offer at the upcoming extraordinary general meeting of shareholders. KAS BANK will hold the EGM at least 6 business days before the closing of the offer period. KAS BANK formed a transaction committee consisting of Peter Borgdorff, Chairman of the Supervisory Board, Sikko van Katwijk, Chairman of the Managing Board, Mark Stoffels, Chief Financial and Risk Officer and Jaap Witteveen, Chief Operating Officer. On April 23, 2019, the Works Council of KAS BANK has rendered an unconditional positive advice in relation to the transaction. Stichting Administratiekantoor Aandelen KAS BANK and Stichting Preferente Aandelen KAS BANK have irrevocably undertaken to cooperate with inter alia the Offer. KAS BANK will hold an Extraordinary General Meeting of Security holders at on September 12, 2019, during which, the Offer will be discussed. As of September 12, 2019, the transaction is approved by the shareholders of KAS BANK. The acquisition is received all the required regulatory approvals, including approvals from Dutch Central Bank and the European Central Bank, as of September 17, 2019. The offer is expected to be completed in the third quarter of 2019. As of July 26, 2019, the offer period commences on Monday July 29, 2019 and ends on September 23, 2019, unless extended. As of July 26, 2019, the transaction is expected to complete in the second half of 2019. The acquisition is expected to create value through substantial potential synergies. It is in line with the investment criteria and return on investment objectives of the Credit Agricole S.A. group. The regulatory impact is negligible at group level. Rabobank provided a fairness opinion to the Managing Board and the Supervisory Board of KAS BANK and acted as financial advisor for KAS BANK and ABN AMRO provided fairness opinion to the Supervisory Board of KAS BANK. Björn van der Klip, Allard Metzelaar, Willem Beek and Dirk de Graeff of Stibbe acted as legal advisor for KAS BANK. Crédit Agricole CIB acted as financial advisor and Clifford Chance LLP acted as legal advisor for CACEIS. RABOBANK acted as financial advisor to KAS Bank N.V.