Joint Press Release
This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'), pursuant to the provisions of Section 4 Paragraph 3, Section 16 Paragraph 1 and Section 17 Paragraph 1 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group (the 'Offeror') for all the issued and outstanding ordinary shares in the capital of Delta Lloyd. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. An offer is made only by means of the 'Offer Memorandum', dated 2 February 2017, and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada or Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Offer Period ended on 7 April 2017 (at 17:40 hours CET)
79.9% of all issued and outstanding ordinary shares in the capital of Delta Lloyd committed
All Offer Conditions have been satisfied
Settlement of the Offer will take place on 12 April 2017
Remaining Shares can be tendered during the Post Closing Acceptance Period, commencing on 10 April 2017 and ending on 21 April 2017
Reference is made to the joint press release by NN Group and Delta Lloyd dated 2 February 2017 regarding the publication of the Offer Memorandum for the recommended public cash offer by the Offeror to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). Further reference is made to the joint press release dated 7 April 2017 regarding the declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB), and the competition clearance from the European Commission.
After the expiry of the Offer Period at 17:40 hours CET today, 79.9% of all issued and outstanding ordinary shares in the capital of Delta Lloyd have been committed.
Furthermore, all Offer Conditions as described in the Offer Memorandum have been satisfied, including obtaining the declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB), and competition clearance from the European Commission.
With the satisfaction of all Offer Conditions, NN Group and Delta Lloyd are pleased to announce that the Offeror declares the Offer unconditional (doet gestand).
Lard Friese, CEO of NN Group: '7 April 2017 will be marked as an important day in our history. It is the day that two leading insurance, banking and asset management companies join forces. We look forward to taking the combined group into the next phase of our journey as a leading player in the Netherlands and Belgium'.
During the Offer Period that expired on 7 April 2017, 364,044,985 Shares were tendered for acceptance, representing an aggregate value of approximately EUR 1.97 billion (at an Offer Price of EUR 5.40 (cum dividend) in cash per Share ('Offer Price')).
The total number of 364,044,985 Shares includes the 45,273,626 Shares already held by NN Group and represents approximately (i) 79.9% of the issued and outstanding ordinary shares in the capital of Delta Lloyd, (ii) 78.2% of the aggregate number of issued and outstanding ordinary shares and preference shares A in the capital of Delta Lloyd, and (iii) 77.2% of the aggregate number of issued ordinary shares and preference shares A (i.e. including shares held by Delta Lloyd in its own share capital) in the capital of Delta Lloyd.
With reference to the Offer Memorandum published on 2 February 2017, holders of Shares who accepted the Offer shall receive the Offer Price for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions. Payment of the Offer Price will take place on 12 April 2017 (the 'Settlement Date').
Post Closing Acceptance Period
The Offeror grants those holders of Shares who have not yet tendered their Shares under the Offer the opportunity to tender their Shares, under the same terms and conditions applicable to the Offer, in a post closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET on 10 April 2017 and expiring at 17:40 hours CET on 21 April 2017 (the 'Post Closing Acceptance Period').
During the Post Closing Acceptance Period, shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or the Post Closing Acceptance Period.
The Offeror will publicly announce the results of the Post Closing Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third (3rd) Business Day following the last day of the Post Closing Acceptance Period.
The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post Closing Acceptance Period and shall pay for such Shares in any event within three (3) Business Days following the last day of the Post Closing Acceptance Period.
Delisting and squeeze-out
If, following the Settlement Date and the Post Closing Acceptance Period, the Offeror and/or its affiliates have acquired at least 95% of the Shares, NN Group and Delta Lloyd will seek to procure the termination of Delta Lloyd's listing on Euronext Amsterdam and Euronext Brussels. Delisting may adversely affect the liquidity and market value of any Shares not tendered. In addition, the Offeror will initiate a squeeze-out procedure (uitkoopprocedure) in accordance with Article 2:92a or 2:201a of the Dutch Civil Code or a takeover buy-out procedure in accordance with Article 2:359c of the Dutch Civil Code in order to acquire the remaining Shares not tendered and not held by the Offeror or Delta Lloyd. Delta Lloyd shall provide the Offeror with any assistance as may be required. Reference is made to Section 6.11 (Consequences of the Offer) of the Offer Memorandum.
If, following the Settlement Date and the Post Closing Acceptance Period, the Offeror and/or its affiliates have acquired less than 95% of the Shares, NN Group will be entitled to pursue a triangular legal merger of Delta Lloyd into the Offeror, whereby remaining holders of Shares will receive listed ordinary shares in NN Group ('NN Group Shares') (the 'Legal Merger'). In exchange for each Share, the owner of such Share will receive a fraction of one NN Group Share equal to the Offer Price per Share divided by the NN Group stock price on the last day prior to the date on which the notarial deed to establish the Legal Merger is executed (the 'Exchange Ratio').
Any NN Group Share received pursuant to the Legal Merger have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and therefore, may not be distributed, sold or transferred in the absence of registration or an exemption from the registration requirements of the U.S. Securities Act. Any holders of Shares located in the United States at the time of the Legal Merger will be required to make certain representations, warranties and undertakings in respect of their status as "qualified institutional buyers" within the meaning of Rule 144A under the U.S. Securities Act (the 'QIB Confirmations'), in order to receive the NN Group Shares on completion of the Legal Merger.
If a beneficiary to Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such Shares are held, any NN Group Shares allotted to such person will instead be transferred to a nominee, and such NN Group Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five (5) days of the completion of the Legal Merger.
The Delta Lloyd Executive Board and Delta Lloyd Supervisory Board have approved and consented to the Legal Merger and the Delta Lloyd General Meeting has resolved on the Legal Merger. Reference is made to Section 6.11.5 (Pre-wired post-closing restructuring) of the Offer Memorandum.
Further implications of the Offer being declared unconditional
Remaining holders of Shares who do not wish to tender their Shares in the Post Closing Acceptance Period should carefully review the sections of the Offer Document that further explain the intentions of the Offeror and/or NN Group, such as (but not limited to) Section 6.11 (Consequences of the Offer), which describes certain implications to which they may become subject with their continued shareholding in Delta Lloyd.
Any further announcements in relation to the Offer will be issued by press release and, to the extent required, made public in Belgium by means of a supplement to the Offer Memorandum, in accordance with Article 17 of the Belgian Law on public takeover bids of 1 April 2007. Any press release issued by NN Group will be made available on NN Group's website (www.nn-group.com) and any press release issued by Delta Lloyd will be made available on Delta Lloyd's website (www.deltalloyd.com). Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described in the Offer Memorandum.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement dated 2 February 2017.
Digital copies of the Offer Memorandum are available on the websites of Delta Lloyd (www.deltalloyd.com) and NN Group (www.nn-group.com). Copies of the Offer Memorandum are also available free of charge at the offices of Delta Lloyd and the Settlement Agent at the addresses mentioned below. A digital copy of the Position Statement is available on the website of Delta Lloyd (www.deltalloyd.com).
Delta Lloyd N.V.
1096 BC Amsterdam
Settlement Agent (ABN AMRO)
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam
To the extent permissible under applicable law or regulation, NN Group or its brokers (acting as agents for NN Group) may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of NN Group. In addition, financial advisors to NN Group may also engage in ordinary course trading activities in securities of Delta Lloyd, which may include purchases or arrangements to purchase such securities.