NN Group and Delta Lloyd will execute Legal Merger
May 30 2017 - 12:10PM
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 will
be executed before opening of markets on 31 May 2017
-
Legal Merger effective on 1
June 2017
-
Last trading day of Delta Lloyd
shares on 31 May 2017
-
Exchange Ratio based on NN
Group volume-weighted average stock price on 30 May 2017
Reference is made to the joint press release by NN
Group and Delta Lloyd dated 8 May 2017 regarding the Legal Merger
preparations.
Legal Merger and Exchange
Ratio
NN Group and Delta Lloyd jointly announce that,
today, after close of trading on Euronext, the Executive Board of
NN Group has resolved to execute 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'). The notarial deed to give
effect to the Legal Merger will be executed before opening of
markets on 31 May 2017.
In accordance with the Legal Merger proposal, in
exchange for each Share, the owner of such Share will receive a
fraction of one 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 the NN
Group volume-weighted average stock price on 30 May 2017 ('Exchange
Ratio'). NN Group and Delta Lloyd will confirm the execution of the
Legal Merger notarial deed and the Exchange Ratio before opening of
trading on Euronext on 31 May 2017.
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.
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 |
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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