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 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.
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 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 on the results of the Offer Period
and in which the Offer was declared unconditional and the post closing
acceptance period (na-aanmeldingstermijn)
relating to the Offer (the ‘Post Closing Acceptance Period’) was announced, and
the joint press release dated 12 April 2017 regarding the settlement of the
Shares tendered during the Offer Period.
NN Group and Delta
Lloyd jointly announce that during the Post Closing Acceptance Period, which expired
today 21 April 2017 at 17:40 hours CET, 61,025,175 Shares were tendered for
acceptance at an Offer Price of EUR 5.40 (cum dividend) in cash per Share (the
‘Offer Price’), representing approximately 13.4% of all Shares and an aggregate
value of approximately EUR 330 million.
Together with the 364,044,985
Shares that were already held by the Offeror following settlement of the Shares
tendered during the Offer Period, NN Group will (indirectly) hold 425,070,160
Shares, representing approximately (i) 93.3% of the issued and outstanding
ordinary shares in the capital of Delta Lloyd, (ii) 91.3% of the aggregate
number of the issued and outstanding ordinary shares and preference shares A in
the capital of Delta Lloyd, and (iii) 90.2% of the aggregate number of the 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.
Settlement of the Shares tendered during the Post Closing Acceptance
Period, and payment of the Offer Price will take place on 26 April 2017.
As the Offeror will hold 93.3% of the Shares
following settlement of the Shares tendered during the Post Closing Acceptance
Period, NN Group is entitled to pursue a triangular legal merger of Delta Lloyd
into the Offeror, whereby remaining holders of Shares will receive listed
ordinary shares in the capital of 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
Shares to be allotted pursuant to the Legal Merger will not be repurchased.
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 to the Legal Merger on 29 March 2017. NN
Group, the Offeror and Delta Lloyd will continue the preparations of the Legal
Merger. Any further update will be provided if and when required. Reference is
made to Section 6.11.5 (Pre-wired post-closing restructuring) of the Offer
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 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.
Euronext Amsterdam and Euronext Brussels have
confirmed to co-operate with the delisting of the Shares as per the same date
as the completion of the Legal Merger. The last day that the Shares can be
traded on Euronext Amsterdam and Euronext Brussels will be the last trading day
prior to the completion of the Legal Merger.
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
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).
1096 BC Amsterdam
Settlement Agent (ABN AMRO)
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.