Safra Group Acquires Majority Interest in Bank Sarasin & Co. Ltd

On 25 November 2011, Safra Group and Rabobank entered into a share purchase agreement under which Safra will acquire a majority shareholding (46.07% equity interest and 68.63% voting rights) in Bank Sarasin & Co. Ltd (Bank Sarasin) for CHF 1,040,000,000 to be paid in cash. The transaction was subject to approval and clearance by the competent authorities in Switzerland and abroad, the last of which was granted on 30 July 2012.

The closing of the sale of Rabobank’s majority shareholding in Bank Sarasin to the Safra Group was completed on 31 July 2012. As a result of the closing, Safra Group now holds 50.15% of the share capital and 71.01% of the voting rights of Bank Sarasin.Following Safra’s acquisition of the majority stake, Bank Sarasin will in the future be included in the scope of consolidation of J. Safra Holding AG, Basel.

At the Extraordinary General Meeting (EGM) of shareholders of Bank Sarasin on 31 July 2012, shareholders approved all the resolutions submitted by the board of directors, including the election of the new board of directors. Furthermore Safra announced its intention to launch an offer to purchase the publicly held Class B registered shares of Bank Sarasin.

At the beginning of August 2012, JSH S.A. Luxembourg (JSH), a company controlled by Mr. Joseph Y. Safra, announced an all-cash public takeover offer for all publicly held shares in Bank Sarasin at an offer price of CHF 27 per Sarasin Class B share. On 20 August 2012, JSH published the offer prospectus setting forth the terms and conditions of the takeover offer. The offer is expected to close on 19 October 2012.

Reference: CapLaw-2012-46