Tender offer by NN Group for Delta Lloyd

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Offer for Delta Lloyd Declared Unconditional

NN Group, through its direct wholly-owned subsidiary NN Group Bidco B.V., made an all-cash public offer of EUR 5.40 (cum dividend) per Delta Lloyd ordinary share (the ‘Offer Price’) for all issued and outstanding ordinary shares of Delta Lloyd (the ‘Offer’) as described in the Offer Memorandum dated 2 February 2017. The aim of the Offer is to create a well-diversified leader in the Dutch pensions, life and non-life insurance and banking sectors, with a strong asset management platform, attractive international presence, ample growth opportunities and appealing customer propositions.

The period during which Delta Lloyd shareholders could tender their Delta Lloyd ordinary shares (the ‘Offer Period’) commenced at 09:00 hours CET on 3 February 2017 and ended at 17:40 hours CET on 7 April 2017 (the ‘Closing Date’). NN Group declared the Offer unconditional on 7 April 2017.

On 12 April 2017 NN Group paid the Offer Price to the Delta Lloyd shareholders for each Delta Lloyd ordinary share tendered for acceptance pursuant to the Offer prior to or on the Closing Date.

Post Closing Acceptance Period 

NN Group continued the Offer during a post closing acceptance period of two weeks to enable Delta Lloyd shareholders who did not tender their Delta Lloyd ordinary shares during the Offer Period, to tender their Delta Lloyd ordinary shares under the same terms and conditions of the Offer as set out in the Offer Memorandum (the ‘Post Closing Acceptance Period’).

The Post Closing Acceptance Period commenced at 09:00 hours CET on 10 April 2017 and expired at 17:40 hours CET on 21 April 2017.

On 21 April 2017 NN Group publicly announced the results of the Post Closing Acceptance Period and the total amount and total percentage of Delta Lloyd ordinary shares held by it.

On 26 April 2017 NN Group paid the Offer Price for all Delta Lloyd ordinary shares tendered  during the Post Closing Acceptance Period.

For more information on the Offer, please refer to the press releases, Offer Memorandum and other related documents which can be found on this page.

Legal Merger

The notarial deed to establish the triangular Legal Merger of Delta Lloyd into NN Group Bidco B.V. was executed on 31 May 2017. Consequently, remaining holders of issued and outstanding ordinary shares in the capital of Delta Lloyd received listed ordinary shares in the capital of NN Group. In accordance with the Legal Merger proposal, remaining Delta Lloyd shareholders received 0.1662 NN Group share for each ordinary Delta Lloyd share, being equal to the offer price of EUR 5.40 per share divided by NN Group volume-weighted average stock price of EUR 32.4946 on 31 May 2017.

The Legal Merger became effective and Delta Lloyd ceased to exist on 1 June 2017. As a consequence, 31 May 2017 was the last trading day of Delta Lloyd shares.

The settlement of the new NN Group shares took place on 5 June 2017.



Important Dates

7 April 2017 - 17:40 hours CET - Closing Date
End of the Offer Period

7 April 2017 - Unconditional Date           
NN Group declared the Offer unconditional

10 April 2017 - 09:00 hours CET
Post Closing Acceptance Period commences

12 April 2017 - Settlement Date
Payment of the Offer Price for each tendered Delta Lloyd ordinary share prior to or on the Closing Date

21 April 2017 - 17:40 hours CET
Post Closing Acceptance Period expires

26 April 2017 - Settlement Date
Payment of the Offer Price for each tendered Delta Lloyd ordinary share during the Post Closing Acceptance Period

31 May 2017
Legal Merger notarial deed executed.
Last trading day of Delta Lloyd shares.

1 June 2017
Legal Merger becomes effective.
Delta Lloyd ceases to exist.

5 June 2017

Settlement of new NN Group shares in exchange for remaining Delta Lloyd shares