NN Group and Delta Lloyd execute Legal Merger

Alleen voor leden beschikbaar, wordt daarom gratis lid!

Overig advies 31/05/2017 07:14
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.

Legal Merger notarial deed has been executed; Legal Merger effective on 1 June 2017
Exchange Ratio is 0.1662 NN Group Share for each ordinary Delta Lloyd share (EUR 5.40 divided by EUR 32.4946)
Last trading day of Delta Lloyd shares on 31 May 2017
Settlement on 5 June 2017
Delta Lloyd AGM 2017 is cancelled

Reference is made to the joint press release by NN Group and Delta Lloyd dated 30 May 2017 regarding the decision to establish the Legal Merger and announcing the last trading day of the Delta Lloyd shares.

Legal Merger, Exchange Ratio and Settlement

NN Group and Delta Lloyd jointly announce that, earlier today, the notarial deed was executed to establish the triangular legal merger of Delta Lloyd into NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), whereby remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') (other than NN Group and its subsidiaries in the meaning of article 2:24a Dutch Civil Code) will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger').

In accordance with the Legal Merger proposal, in exchange for each Share, the owner of such Share will receive 0.1662 NN Group Share, being equal to the offer price of EUR 5.40 per Share, offered pursuant to the recommended public cash offer by NN Group Bidco to all holders of Shares, divided by yesterday's NN Group volume-weighted average stock price of EUR 32.4946 ('Exchange Ratio').

On 31 May 2017, 30,505,233 Shares are not directly or indirectly held by NN Group. Consequently, 5,069,969 new NN Group Shares will be allotted on 1 June 2017. As previously announced, the NN Group Shares to be allotted pursuant to the Legal Merger will not be repurchased.

The settlement of the new NN Group Shares will take place on 5 June 2017. Any remaining fractions of NN Group Shares will be paid in cash in accordance with the contractual arrangements between the relevant holders of Shares and their financial intermediary.

Non-QIBs
Any NN Group Shares 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 have been requested 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 was 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.

Completion Legal Merger and last trading day Delta Lloyd

The Legal Merger will become effective and Delta Lloyd will cease to exist on 1 June 2017. As a consequence, 31 May 2017 will be the last trading day of the Shares. The annual general meeting of shareholders of Delta Lloyd scheduled on 7 June 2017 is cancelled.




Beperkte weergave !
Leden hebben toegang tot meer informatie! Omdat u nog geen lid bent of niet staat ingelogd, ziet u nu een beperktere pagina. Wordt daarom GRATIS Lid of login met uw wachtwoord


Copyrights © 2000 by XEA.nl all rights reserved
Niets mag zonder toestemming van de redactie worden gekopieerd, linken naar deze pagina is wel toegestaan.


Copyrights © DEBELEGGERSADVISEUR.NL