Corporate, legal, tax, and digital brand services provider Corporation Service Company (CSC) has agreed to buy financial services provider Intertrust for a total consideration of €1.8bn (£1.5bn, $2bn).
This comes days after CVC Capital Partners withdrew its offer to acquire Intertrust for €1.6bn.
The deal includes all issued and outstanding ordinary shares of Intertrust for €20.00 in cash per share.
US-headquartered CSC said that it 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”.
CSC has agreed to non-financial covenants for the first two years following completion of the deal, which include:
- Intertrust Group’s headquarters will remain in Amsterdam;
- CSC will not divest or transfer any material part of the Intertrust Group;
- CSC will ensure that Intertrust remains prudently financed to support the success of the business and the combined group will maintain a financial leverage at a sustainable level; and
- Two independent supervisory board members will monitor and protect the interests of all Intertrust’s stakeholders, including by monitoring compliance with non-financial covenants.
The proposed transaction is subject to obtaining regulatory and competition clearances. The deal is expected to be completed in the second half of 2022.
Board backs bid
Hélène Vletter-Van Dort, chairperson of the supervisory board of Intertrust, said: “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, chief executive of Intertrust, added: “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 US 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.”
Rodman Ward, chief executive of CSC, said: “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.
“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 specialised services provided by industry experts and supported by a single-source technology platform.”