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.
- NN Group has settled the Shares tendered in the Offer Period
- Remaining Shares can still be tendered in the Post Closing Acceptance Period
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, and the joint press release dated 7 April 2017 on the results of the Offer Period and in which the Offer was declared unconditional.
NN Group and Delta Lloyd jointly announce that the Offeror has, following Settlement, acquired 79.9% of the Shares. The Combined Company will move forward as a leading player in insurance and pensions in the Dutch market, with a strong market position in Belgium, as well as provide an attractive offering in asset management and banking products.
Now that the acquisition is completed, NN Group and Delta Lloyd will start the integration process. NN Group and Delta Lloyd will align and integrate their operations in the Netherlands and Belgium, to fully benefit from the additional scale, capabilities, combined reach and resources. This will result in an overall stronger platform from which to provide enhanced customer propositions and generate shareholder return. The integration will be led by the NN Group Management Board.
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) which commenced at 09:00 hours CET on 10 April 2017 and will expire 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.
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.