AMSTERDAM: Corporation Service Company (CSC) and Intertrust N.V. reached a conditional merger agreement on a recommended public offer for all issued and outstanding ordinary shares of Intertrust for EUR 20/share, representing a total consideration of approximately EUR 1.8 billion.
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 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.
Hélène Vletter-Van Dort, Chairperson of the Supervisory Board of Intertrust: “The Supervisory Board unanimously recommends and supports the offer of CSC as we believe it is in the best interest of Intertrust and all its stakeholders. Our conclusions are that the offer price proposed by CSC represents compelling value at an attractive premium for shareholders.
By combining the two companies, a truly global service provider will be created in the areas of corporate, fund, capital market, and private wealth services. In the past months, we received multiple expressions of interest from different parties to acquire Intertrust.
We have engaged in discussions with all parties, ensuring a fair and thorough process. We have been evaluating a wide range of considerations and we are confident this outcome is in the interests of all stakeholders.”
Shankar Iyer, CEO of Intertrust: “We have thoroughly considered various options to drive value for our stakeholders. We believe this offer is in the interests of shareholders and provides a near term opportunity to crystallise value.
In CSC we have found a long-term partner that is highly complementary to us, given its strong position in the United States and complementary service offerings. As a result, we will be able to offer a wider breath of services to our clients in even more geographical locations.
The combination will enable us to strengthen our position as a leading tech-enabled Corporate and Fund Services provider and accelerate our transformation by expediting digitalisation initiatives. Moreover, founded in 1899, CSC has a strong reputation with similar cultural values and focus to Intertrust.”
Rodman Ward III, CEO of CSC: “We have been following Intertrust’s growth and transformation for many years, while at the same time building and growing our trust and corporate services offering in the United States, scaling our fund administration and international expansion solutions globally, and providing a service model to our clients to enable them to navigate an increasingly complex international regulatory environment.
We are happy to submit an offer to Intertrust and feel we present a unique opportunity unmatched in the market due to our business model, our people, our industry-leading and award-winning customer service, stability, continuity, and our passion for the complex.
CSC believes that by combining its global corporate offering with Intertrust, it will establish itself as the differentiated leader for corporate, fund, private, and capital markets clients at a time that the market needs it most. By combining the strengths of the two businesses, CSC believes it will become the preferred partner to help companies manage their needs with a full suite of core and specialized services provided by industry experts and supported by a single-source technology platform.”
On 12 November 2021, Intertrust announced it had entered into exclusive discussions with funds advised by CVC Capital Partners, in relation to a potential voluntary public offer for all issued and outstanding shares of Intertrust. On 15 November 2021, CSC approached Intertrust expressing its interest to acquire the Company.
On 21 November 2021, Intertrust received from a potential alternative bidder a conditional and nonbinding proposal in relation to an indicative cash offer for the Shares at an offer price of EUR 22 per share (cum dividend).
This potential alternative bidder reconfirmed its conditional and non-binding proposal on 28 November 2021 but subsequently indicated it had outstanding diligence and had not secured financing. On 3 December 2021, the potential alternative bidder did not reconfirm its interest in writing even though specifically requested to do so by the Intertrust Boards. On this basis, the Intertrust Boards decided to proceed with CSC.
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