NN Group and Delta Lloyd take next step in Legal Merger preparations
Addendum to the technical information memorandum in connection with Legal Merger preparations to be issued by Exchange Agent ABN AMRO
NN Group anticipates to complete the Legal Merger ultimately on 3 August 2017
Reference is made to the joint press release by NN Group and Delta Lloyd dated 21 April 2017 regarding the results of the post closing acceptance period (na-aanmeldingstermijn) relating to the recommended public cash offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') and to the continuing preparations of the triangular legal merger of Delta Lloyd into NN Group Bidco, whereby remaining holders of Shares will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger').
Addendum to the TIM
NN Group and Delta Lloyd jointly announce that in connection with the preparations of the Legal Merger, today, 8 May 2017, ABN AMRO Bank N.V. ('ABN AMRO'), in its capacity as Exchange Agent, will issue an addendum (the 'Addendum') to the technical information memorandum of 2 February 2017 ('TIM') to provide members admitted to Euronext in Amsterdam and Brussels ('Members') and institutions admitted to Euroclear Nederland ('Admitted Institutions') (the Members and the Admitted Institutions together referred to as 'Financial Intermediaries') with certain administrative and technical guidelines in relation to the Legal Merger, including details and procedures that Financial Intermediaries should follow to enable their clients, if eligible, to receive their NN Group Shares under the Legal Merger.
Anticipated completion of Legal Merger
NN Group and Delta Lloyd will continue the preparations of the Legal Merger. The Legal Merger is anticipated to be completed ultimately on 3 August 2017.
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 directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd. 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.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NN Group and Delta Lloyd disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NN Group, nor Delta Lloyd nor any of its advisors assumes any responsibility for any violation by any person of any of these restrictions. Any shareholder who is in any doubt as to its position should consult an appropriate professional advisor without delay. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity.
Certain statements in this press release may be considered "forward-looking statements", such as statements relating to the expected timing and completion of the Legal Merger. Forward-looking statements include those preceded by, followed by or that include the words may, anticipated, expected or similar expressions. These forward-looking statements speak only as of the date of this press release. Each of NN Group, NN Group Bidco and Delta Lloyd, and any of their respective affiliates, each with respect to the statements it has provided, believes the expectations reflected in such forward-looking statements are based on reasonable assumptions. Nevertheless, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. The forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the NN Group's, NN Group Bidco's and Delta Lloyd's control, that could cause actual results to differ materially from historical experience or those results expressed or implied in these forward-looking statements. Each of NN Group, NN Group Bidco and Delta Lloyd expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based except as required by applicable laws and regulations or by any competent regulatory authority.
This is a joint press release by NN Group N.V. ('NN Group') and Delta Lloyd N.V. ('Delta Lloyd'). This announcement is exclusively intended for persons who are not residents of the United States and who are not physically present in the United States. This information does not constitute an offer, or an invitation to purchase, securities of Delta Lloyd or NN Group in the United States or in any other jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this information are requested to inform themselves about and to observe any such restrictions. Neither Delta Lloyd's nor NN Group's securities have been nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. 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.