NN Group and Delta Lloyd execute Legal Merger
May 31 2017 - 1:00AM
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.
Restrictions
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.
Forward-looking statements
Certain statements in this press release may be
considered "forward-looking statements". 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.
Full press release
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Delta Lloyd via Globenewswire
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