ING announced today it agreed to sell shares of common stock of Voya Financial, Inc. in an underwritten public offering. In addition, ING Group has entered into a share repurchase agreement with Voya under which Voya will repurchase USD 600 million of its shares of common stock from ING Group. The price per share payable by Voya as part of the share repurchase will be the same as the price paid by the underwriters to ING Group as part of the underwritten offering.

The offering and the repurchase will result in the sale of the total of 45.6 million shares which will reduce ING Group's stake in Voya at the completion of the transactions to zero from the 18.9% currently held.

ING Group has previously announced its intention to divest its remaining stake in Voya over time, in line with its strategy to separate and divest its insurance and investment management businesses. In this context, ING Group sold shares of Voya through an initial public offering in May 2013 and follow-on offerings in October 2013, March 2014, September 2014 and November 2014.

In connection with the planned transactions, Voya intends to file today a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (SEC). The prospectus supplement covers the shares to be sold in the underwritten public offering and also includes information on the agreement between ING Group and Voya under which Voya will repurchase its shares of common stock from ING Group.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The registration statement and preliminary prospectus supplement relating to the offering may be obtained by visiting the SEC website at www.sec.gov

ING completes divestment of Voya shares for total proceeds of USD 2 billion

ING Group today announced the pricing for the sale of 45.6 million shares of common stock of Voya Financial Inc. that was announced on 3 March 2015. In the public offering ING Group has sold approximately 32 million Voya shares at a price of USD 44.20 per share. In addition ING Group has sold to Voya approximately 13.6 million shares for an aggregate amount of USD 600 million.

This sale completes the divestment of ING's U.S.-based retirement, investment and insurance business a process that started with the initial public offering in May 2013 of Voya Financial, Inc. ING Bank will remain active in the US through its Corporate and Institutional Clients platform which is headquartered in New York.

"Today's sale of our remaining shares in Voya represents a significant milestone in the completion of ING's restructuring." said Ralph Hamers, CEO of ING Group. "This is also the end of an era as it has been 40 years since we first entered the U.S. life insurance business with the acquisition of a majority stake in Wisconsin National Life Insurance Company." Mr Hamers added: "Since bringing Voya to the stock exchange in 2013 we have solidified our repositioning as a leading European bank while Voya has made a great start as a standalone company. We wish our former colleagues at Voya every success in the future."
The gross proceeds to ING Group from the public offering and the concurrent repurchase by Voya amount to approximately USD 2.0 billion (approximately EUR 1.8 billion at current exchange rates). The sale of the total of 45.6 million shares from the combined transactions reduces ING Group's stake in Voya from 18.9% to zero. The transactions are expected to settle on 9 March 2015. After this transaction, ING Group will continue to hold warrants for approximately 26 million shares in Voya at an exercise price of USD 48.75.

The transaction will not affect the shareholders' equity or capital ratios of ING Bank, while the transaction is expected to have a positive effect of around 60 basis points on the ING Group CET1 ratio on a fully loaded basis. With this transaction ING Group will have effectively transformed its remaining Group debt position into a cash surplus at the Group level. With this, ING is meeting one of its key commitments from the EC restructuring plan of eliminating Group core debt.

The transactions are expected to result in a net profit to ING at closing of approximately EUR 285 million. This broadly reflects the difference between the market value of our 18.9% stake in Voya at the date ING lost significant influence, and the current market value of this stake of approximately EUR 1.8 billion.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The registration statement and preliminary prospectus supplement relating to the offering may be obtained by visiting the SEC website at www.sec.gov