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.
Announcements
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
Delta Lloyd N.V.
Amstelplein 6
1096 BC Amsterdam
The Netherlands
Settlement Agent (ABN AMRO)
Gustav Mahlerlaan 10
P.O. Box 283
1000 EA Amsterdam
The Netherlands
Other
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.
Press enquiries NN Group
Media Relations
+31 70 513 1918
mediarelations@nn-group.com |
Investor enquiries NN Group
Investor Relations
+31 88 663 5464
investor.relations@nn-group.com |
Press enquiries Delta Lloyd
Media Relations
+31 20 594 4488
mediarelations@deltalloyd.nl |
Investor enquiries Delta Lloyd
Investor Relations
+31 20 594 9693
ir@deltalloyd.nl |
NN
Group profile
NN Group is an international insurance and asset management
company, active in 18 countries, with a strong presence in a number
of European countries and Japan. With around 11,500 employees the
group offers retirement services, insurance, investments and
banking to more than 15 million customers. NN Group includes
Nationale-Nederlanden, NN and NN Investment Partners. NN Group is
listed on Euronext Amsterdam (NN).
Delta Lloyd profile
Delta Lloyd offers products and services in insurance, pensions,
investment and banking, serving 4.2 million commercial and retail
clients in The Netherlands and Belgium. Our four brands are Delta
Lloyd, ABN AMRO Insurance, BeFrank and OHRA. Delta Lloyd is listed
on Euronext Amsterdam and Brussels, and included in the DJSI World
and DJSI Europe.
Notice to US holders of
Shares
The Offer will be made for the issued and outstanding ordinary
shares of Delta Lloyd N.V., a public limited liability company
incorporated under Dutch Law, and is subject to Dutch disclosure
and procedural requirements, which are different from those of the
United States. The Offer will be made in the United States in
compliance with Section 14(e) of the U.S. Securities Exchange Act
of 1934, as amended (the 'U.S. Exchange Act') and Regulation 14E
promulgated thereunder, and the exemptions therefrom provided by
Rule 14d-1(d), and otherwise in accordance with the requirements of
Dutch and Belgium law. Accordingly, the Offer will be subject to
certain disclosure and other procedural requirements, including
with respect to withdrawal rights, the Offer timetable and
settlement procedures and timing of payments that are different
from those applicable under U.S. domestic tender offer procedures
and laws.
The receipt of cash pursuant to the Offer by a
U.S. holder of Shares will generally be a taxable transaction for
U.S. federal income tax purposes and may be a taxable transaction
under applicable state and local, as well as foreign and other tax
laws. Each holder of Shares is urged to consult his independent
professional advisor immediately regarding the tax consequences of
acceptance of the Offer.
It may be difficult for U.S. holders of Shares to
enforce their rights and claims arising out of the U.S. federal
securities laws, since the Offeror and Delta Lloyd are located in a
country other than the United States, and some or all of their
officers and directors may be residents of a country other than the
United States. U.S. holders of Shares may not be able to sue a
non-U.S. company or its officers or directors in a non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
To the extent permissible under applicable law or
regulation, including Rule 14e-5 of the U.S. Exchange Act, in
accordance with normal Dutch practice, the Offeror and its
Affiliates or brokers (acting as agents for the Offeror or its
Affiliates, as applicable) may before or during the period in which
the Offer remains open for acceptance, directly or indirectly,
purchase, or arrange to purchase, Shares outside of the United
States, from time to time, other than pursuant to the Offer. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. In addition, the
financial advisors to the Offeror may engage in ordinary course
trading activities in securities of Delta Lloyd, which may include
purchases or arrangements to purchase such securities. To the
extent required in The Netherlands, any information about such
purchases will be announced by press release in accordance with
Article 13 of the Decree and posted on the website of NN Group at
www.nn-group.com.
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 not to be published or distributed in
or to Canada or Japan or in any other jurisdiction in which such
release, publication or distribution would be unlawful.
The information in the press release is not
intended to be complete, for further information reference is made
to the Offer Memorandum. 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. In addition, the
Offer made pursuant to the Offer Memorandum is not being made in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or other laws or
regulations of such jurisdiction or would require any registration,
approval or filing with any regulatory authority not expressly
contemplated by the terms of the Offer Memorandum.
Forward-looking
statements
Certain statements in this press release may be considered
"forward-looking statements", such as statements relating to the
impact of the Offer on the Offeror, NN Group and Delta Lloyd and
the expected timing and completion of the Offer. 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 the Offeror, NN Group 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 Offeror's, NN
Group'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. Potential
risks and uncertainties include, but are not limited to, (i) the
risk that required regulatory approvals may delay the Offer or
result in the imposition of conditions that could have a material
adverse effect on the Combined Group or cause the Offeror, NN Group
and Delta Lloyd to abandon the Offer, (ii) the risk that the Offer
Conditions may not be satisfied, (iii) risks relating to NN Group's
ability to successfully operate Delta Lloyd without disruption to
its other business activities, which may result in the Combined
Group not operating as effectively and efficiently as expected,
(iv) the possibility that the Offer may involve unexpected costs,
unexpected liabilities or unexpected delays, (v) the risk that the
businesses of the Offeror, NN Group and Delta Lloyd may suffer as a
result of uncertainty surrounding the Offer, (vi) the effects of
competition (in particular the response to the Transaction in the
marketplace) and competitive developments or risks inherent to NN
Group's or Delta Lloyd's business plans, (vii) the risk that
disruptions from the Transaction will harm relationships with
customers, employees and suppliers, (viii) political, economic or
legal changes in the markets and environments in which NN Group
and/or Delta Lloyd does business, (ix) economic conditions in the
global markets in which NN Group and Delta Lloyd operate, (x)
uncertainties, risk and volatility in financial markets affecting
the Offeror, NN Group and/or Delta Lloyd, and (xi) other factors
that can be found in NN Group's and its subsidiaries' and Delta
Lloyd's press releases and public filings.
Neither the Offeror, NN Group nor Delta Lloyd, nor
any of their respective Affiliates and advisors, accepts any
responsibility for any financial information contained in the Offer
Memorandum relating to the business, results of operations or
financial condition of the other or their respective groups. Each
of the Offeror, NN Group 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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