NN Group and Delta Lloyd agree on recommended transaction
(Thomson Reuters ONE) -
Joint Press Release
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, Section 5
Paragraph 1 and Section 7 Paragraph 4 of the Decree on Public Takeover Bids
(Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the intended
public offer by NN Group 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. Any offer
will be made only by means of an offer memorandum. This announcement is not for
release, publication or distribution, in whole or in part, in or into, directly
or indirectly, the United States, Canada or Japan or in any other jurisdiction
in which such release, publication or distribution would be unlawful.
NN Group and Delta Lloyd agree on recommended transaction
To form a leading insurance and asset management company in the Netherlands
* NN Group and Delta Lloyd reached a conditional agreement on a recommended
all-cash public offer of EUR 5.40 (cum dividend) per issued and outstanding
ordinary share of Delta Lloyd representing a total consideration of EUR 2.5
billion
* Transaction supported and recommended by Delta Lloyd's Executive Board and
Supervisory Board
* Offer price represents a premium of 55% over the 3-months average closing
price prior to the initial announcement on 5 October 2016, delivering
immediate and certain value to Delta Lloyd shareholders
* Creation of a well-diversified leader in the Dutch pensions, life and non-
life insurance and banking sectors, with a strong asset management platform,
attractive international presence, ample growth opportunities and appealing
customer propositions
* NN Group anticipates a return on investment of around 10% and a double digit
accretion in dividend per share (DPS) for 2018 and onwards
* Robust combined balance sheet and solid 3Q16 pro-forma Solvency II ratio of
approximately 189%
* NN Group has committed financing in place and will fund the transaction via
a combination of existing cash resources and debt
* Draft offer memorandum will be submitted to AFM no later than 28 December
2016
NN Group and Delta Lloyd announce today that a conditional agreement (the
'Merger Protocol') has been reached on a recommended public offer (the 'Offer')
to be made by NN Group for the entire issued and outstanding ordinary share
capital of Delta Lloyd (the 'Shares') for EUR 5.40 in cash per ordinary Delta
Lloyd share (cum dividend) (the 'Offer Price').
This announcement follows constructive interactions between the boards and
management teams of both companies including a period of targeted due diligence.
Lard Friese, CEO of NN Group: 'Today's announcement is a significant step in our
journey to build a sustainable, profitable business for the future, and to
strengthen our leading position in the Netherlands and Belgium. I value the
entrepreneurial spirit, customer focus, the commercial agility, and strong
distribution capabilities of Delta Lloyd. Customers of both companies will
benefit from an enhanced proposition by complementing our product offering and
distribution. Consolidation in the insurance sector will bring additional
stability in our markets, and will generate a materially higher cash return to
our shareholders over time, through the benefits of scale. We strongly believe
this transaction to be in the best interest of both companies' stakeholders, and
I am pleased the transaction has the support and recommendation of the Delta
Lloyd Boards. '
Hans van der Noordaa, CEO of Delta Lloyd: 'Delta Lloyd is a highly client
focused organisation with excellent market positions. I am proud of how the
management and employees of Delta Lloyd have worked together over the last years
to improve the operations and capital of the Group. We have been making good
progress towards our goals. But our Boards have recognised the risks to the
achievement of those goals which exist particularly in respect of the ongoing
evolution of Solvency II capital requirements and a competitive market, that is
on the verge of consolidation. After extensive analysis of different
alternatives, we made a clear decision that a combination of NN Group and Delta
Lloyd is in the long term interest of our stakeholders including our
shareholders. The offer provides a certain cash premium for shareholders and
also a secure future for policyholders.'
Strategic rationale
NN Group and Delta Lloyd believe that a combination of Delta Lloyd and the Dutch
and Belgian activities of NN Group (the 'Combined Company') is compelling. The
transaction will result in an overall stronger platform within the Benelux from
which to provide enhanced customer propositions and generate shareholder return:
* Additional scale and capabilities will result in an improved customer
proposition within the Dutch pension market;
* Doubling the size of the non-life insurance business will drive underwriting
results and customer experience;
* The integration of two leading asset management businesses creates
additional scale and expertise;
* Increased size and scale of the banking business, thereby improving the
competitive offering to existing and new customers;
* Doubling the presence in Belgium, leading to a strong life insurance market
share with a more diversified offering through additional channels.
The Combined Company will be better placed to capture opportunities that
technological innovation brings and will provide increased possibilities for
knowledge sharing, strengthening capabilities and talent development. It will
bring a perspective of growth and lead to opportunities for employees of both
companies and will facilitate continuous improvement in customer service and
experience.
Transaction details
The Offer envisions the acquisition of Shares pursuant to a recommended public
offer by NN Group.
The Offer Price represents:
* a premium of approximately 31% over the closing price of EUR 4.12 per Share
on 4 October 2016, the last trading day before NN Group initially announced
its intention to make an offer for Delta Lloyd;
* a premium of approximately 38% relative to the average closing price per
Share during the last month prior to the initial announcement; and
* a premium of approximately 55% relative to the average closing price per
Share of Delta Lloyd during the last three months prior to the initial
announcement.
Financing
The Offer values 100% of the Shares at EUR 2.5 billion. NN Group will be able to
pay the Offer consideration for an amount of EUR 1.4 billion with cash from its
own available resources. For the remainder, NN Group has, subject to customary
conditions, committed debt financing made available to it from reputable global
financial institutions. The financial leverage ratio and fixed cost coverage
ratios of the Combined Company are estimated in a range of 30% and 9x on a pro-
forma basis at 30 September 2016.
Synergies and cash generation
The combination of Delta Lloyd and the Dutch and Belgian activities of NN Group
will facilitate a drive for further efficiency, supporting the Combined
Company's cash generation capacity. NN Group will provide additional information
on potential cost and capital synergies in due course, but is currently
anticipating cost synergies of approximately EUR 150 million pre-tax by 2020.
This is anticipated to occur in a range of areas including:
* Integration of operational and supporting activities in Life and Non-Life,
including commercial migration
* Full integration of Bank & Asset Management
* Removal of overlap in centralised functions
* Reduction in project spend
With respect to capital, NN Group estimates the 3Q16 pro-forma Solvency II ratio
of the combination to be at 189%, taking into account the reversal of the EUR
333 million deduction of the share buy-back and assuming the base case of senior
debt issuance. Based on its due diligence, NN Group believes that there will be
some initial capital synergies from the combination but also expects meaningful
negative impacts from the alignment of actuarial assumptions under NN Group
ownership. The combination of these is anticipated to result in the 3Q16 pro-
forma Solvency II ratio declining from 189% to approximately 185%.
Over time, NN Group sees potential for further capital synergies, the transition
of Delta Lloyd's legal entities onto the NN Group Partial Internal Model, but
also the removal of the longevity hedge benefit currently included in Delta
Lloyd's standard formula approach.
NN Group anticipates the transaction to generate a return on investment of
around 10% and a double digit accretion in DPS for 2018 and onwards. The
Combined Company will remain focussed on generating capital within its operating
units and remitting this capital to the holding company where it will be subject
to NN Group's unchanged dividend policy.
Recommendation by Delta Lloyd's Executive Board and Supervisory Board
On 2 October 2016, Delta Lloyd received a conditional approach from NN Group
valued at EUR 5.30 which the Delta Lloyd Boards rejected. Consistent with their
fiduciary responsibilities, the Boards of Delta Lloyd entered into talks with NN
Group to assess whether a transaction would be feasible to create compelling
value for shareholders and deliver benefits to other stakeholders. Delta Lloyd
and NN Group management have been in discussion about the potential size of the
consolidation benefits, both from a financial and capital perspective, from
combining the two companies, which are substantial. A key point for Delta Lloyd
was that the proposal needed to reflect an appropriate share of benefits of
Dutch consolidation for Delta Lloyd shareholders since the Delta Lloyd Boards
believe that consolidation will take place in the near future given regulatory
developments and market headwinds.
Throughout the process, the Delta Lloyd Executive Board and Supervisory Board
met frequently to discuss the progress of the process and the key decisions in
connection therein. The Delta Lloyd Executive Board and Supervisory Board
received extensive financial and legal advice and there was regular contact with
the Dutch Central Bank. The Delta Lloyd Boards gave careful consideration to all
aspects - including strategic, financial, current trading, operational and
social points of view - and consequences of the proposed transaction.
In the trading update regarding the first nine months of 2016, Delta
Lloyd reported good progress on its management priorities of capital,
performance and customers, alongside its Solvency II capital ratio of
156%. Since the end of the quarter, Solvency II is expected to have benefited
from the closure of the duration gap and favourable market movements. Delta
Lloyd expects its 4Q16 Solvency II ratio to be adversely affected by the LAC-DT
review by DNB, the possible removal of the risk margin benefit of the longevity
hedge and adverse longevity developments. Delta Lloyd will report its final
assessment of these items at its full year results in February 2017.
In this context, the Delta Lloyd Boards have carefully considered the financial
and stakeholder considerations of all options, including remaining standalone.
After due and careful consideration, both the Delta Lloyd Executive Board and
the Supervisory Board are of the opinion that the Offer is in the best interest
of Delta Lloyd and its stakeholders. As will be further set out in the Position
Statement to be published in connection with the Offer, the Delta Lloyd
Executive Board and Supervisory Board support the Offer, shall recommend to the
shareholders of Delta Lloyd to accept the Offer and to tender their Shares
pursuant to the Offer, and recommend voting in favour of all resolutions
relating to the Offer and the Legal Merger that will be proposed at the EGM.
On 23 December 2016, Goldman Sachs issued a fairness opinion to the Delta Lloyd
Executive Board and Supervisory Board, and Bank of America Merrill Lynch issued
a fairness opinion to the Delta Lloyd Supervisory Board, in each case as to the
fairness, as of such date, and based upon and subject to the factors and
assumptions set forth in each fairness opinion, that the EUR 5.40 in cash to be
paid pursuant to the Offer or the exchange ratio[1] of NN Group shares to be
issued in connection with the Legal Merger, as applicable, to the holders of
Shares, collectively, is fair from a financial point of view to such holders.
The full text of such fairness opinions, each of which sets forth the
assumptions made, procedures followed, matters considered and limitations on the
review undertaken in connection with each such opinion, will be included in the
Position Statement. The opinions of Goldman Sachs and Bank of America Merrill
Lynch are given to the Delta Lloyd Executive Board and Supervisory Board,
respectively and not to the holders of Shares. As such, the fairness opinions do
not contain a recommendation to the holders of Shares as to whether they should
tender their Shares under the Offer (if and when made) or how they should vote
or act with respect to the Legal Merger or any other matter.
Further undertakings
NN Group and Delta Lloyd have agreed to certain covenants in respect of
corporate governance, post-closing legal merger, strategy, organisation,
integration and employees for a duration of three years after settlement (the
'Non-Financial Covenants').
Corporate governance
After successful completion of the Offer, the Delta Lloyd Supervisory Board will
be composed of three new members appointed by NN Group and two members of the
current Delta Lloyd Supervisory Board qualifying as independent within the Dutch
Corporate Governance Code (the 'Continuing Members'). The Continuing Members
will continue to serve on the Delta Lloyd Supervisory Board, or, should the
Delta Lloyd Supervisory Board no longer exist, be appointed to the NN Group
Supervisory Board, for the duration of the Non-Financial Covenants.
NN Group will determine the composition of the Delta Lloyd Executive Board on or
prior to launch of the Offer. The NN Group Executive Board and Management Board
will not change as a result of the transaction.
Post-closing legal merger
NN Group's willingness to pay the Offer Price and pursue the transaction is
predicated on the acquisition of 100% of the Shares. NN Group and Delta Lloyd
anticipate that full integration of their companies will deliver substantial
operational, commercial, organisational, financial and tax benefits, which could
not, or only partially, be achieved if Delta Lloyd were to continue as
standalone entity with minority shareholders.
If NN Group acquires at least 95% of the Shares, it is intended that Delta
Lloyd's listings on Euronext Amsterdam and Euronext Brussels will be terminated
as soon as possible. In addition, NN Group will commence statutory squeeze-out
proceedings.
If NN Group acquires less than 95% but at least 67% of the Shares, NN Group
will, subject to NN Group and Delta Lloyd agreeing on a final structure prior to
launch of the Offer, be entitled to pursue one or more legal mergers of Delta
Lloyd into NN Group, or a subsidiary of NN Group, whereby Delta Lloyd
shareholders will ultimately receive listed shares in NN Group (the 'Legal
Merger'). The exchange ratio pursuant to the Legal Merger is defined as the
Offer Price divided by the NN Group share price on the last day prior to the
date of the execution of the Legal Merger. The Legal Merger will be subject to
Delta Lloyd's Extraordinary General Meeting ('EGM') approval and is to be held
prior to closing of the tender offer period. The Delta Lloyd Executive Board and
Supervisory Board have approved and consented to the Legal Merger and shall
recommend the Delta Lloyd shareholders to vote in favour of the Legal Merger.
Strategy, integration and organisation
NN Group and Delta Lloyd intend to integrate and align their operations in the
Netherlands and Belgium to fully benefit from their combined reach, scale and
resources, in order to provide a compelling platform, maximise the potential of
the two businesses and enhance their capabilities to service customers. The
integration will be led by the NN Group Management Board, determining the
parameters for integration and supervising the operational working groups. The
integration process will be executed in a fair, balanced and timely manner,
respecting the talents and strengths of people in both organisations. In order
to safeguard the process, a transition committee will be established to
supervise, monitor and advise on the fairness of the integration process.
The NN Group brands will be the brands for the combined businesses. The brands
OHRA and BeFrank shall be maintained. The head office of the Combined Company
will be in The Hague. Delta Lloyd's location in Amsterdam shall be maintained
for insurance activities for a period of at least three years following
settlement. The Combined Company shall strive to be a leader in the field of
sustainability, inspired by Delta Lloyds's current leadership in this field.
Employees
NN Group values the experience and expertise of Delta Lloyd's employees which
will help further shape the future success of the Combined Company. NN Group
will respect any and all existing rights and benefits of employees of Delta
Lloyd, including existing social plans, profit sharing schemes, covenants
(including covenants with the Delta Lloyd works council) and collective labour
agreements (including the employee benefits included in the terms thereof), as
well as the terms of the individual employment agreements between Delta Lloyd
and its employees for the agreed duration of these arrangements and agreements
or, if earlier, until new plans and/or agreements will be in place amending
these rights.
Following settlement, the nomination, selection and appointment of staff for
functions within the integrated combined group will, subject to applicable law
and regulation, be based on the 'best person for the job' principle, or, where
not feasible or appropriate, on a non-discriminatory, fair and business-oriented
transparent set of criteria.
Pre-Offer and Offer conditions
The commencement of the Offer is subject to the satisfaction or waiver of pre-
offer conditions customary for a transaction of this kind, including:
(i) no material breach of the Merger Protocol having occurred;
(ii) no revocation or amendment of the recommendation by the Delta Lloyd
Executive Board and Supervisory Board;
(iii) no material adverse effect having occurred;
(iv) the Dutch Authority for the Financial Markets ('AFM') having approved and
the Belgian Financial Services and Markets Authority ('FSMA') having
acknowledged the offer memorandum;
(v) no public announcement of a Competing Offer (as defined below) having been
made;
(vi) the Stichting Continuïteit Delta Lloyd (the 'Foundation') not having
exercised its call option to have protective preference shares issued to it;
(vii) no notification having been received from AFM stating that investment
firms will not be allowed to cooperate with the Offer; and
(viii) no order, stay judgment or decree having been issued prohibiting the
making of the Offer.
If and when made, the consummation of the Offer will be subject to the
satisfaction or waiver of the following Offer conditions:
(i) minimum acceptance level of at least 95% of the Shares, which will be
reduced to 67% in the event that the Delta Lloyd shareholders have adopted the
legal merger resolution at the EGM (if proposed), provided however that NN Group
may waive the minimum acceptance condition without the consent of Delta Lloyd if
the acceptance level is 67% and above;
(ii) antitrust clearance having been obtained;
(iii) declarations of no-objection from the Dutch Central Bank, the National
Bank of Belgium and the European Central Bank having been obtained;
(iv) no material breach of the Merger Protocol having occurred;
(v) no revocation or amendment of the recommendation by the Delta Lloyd
Executive Board and Supervisory Board;
(vi) no material adverse effect having occurred;
(vii) no public announcement of a Competing Offer (as defined below) having been
made;
(viii) the Foundation not having exercised its call option to have protective
preference shares issued to it and having agreed to terminate the call option
agreement subject to the Offer being declared unconditional;
(ix) no notification having been received from AFM stating that investment firms
will not be allowed to cooperate with the Offer; and
(x) no order, stay judgment or decree having been issued prohibiting the making
of the Offer.
On termination of the Merger Protocol by NN Group on account of a material
breach of the Merger Protocol by Delta Lloyd or a Competing Offer having been
made, Delta Lloyd will forfeit a EUR 25 million termination fee to NN Group.
If the Merger Protocol is terminated by Delta Lloyd (i) on account of a material
breach of the Merger Protocol by NN Group, (ii) because all conditions are
satisfied or waived and NN Group fails to launch or declare the Offer
unconditional, as the case may be or (iii) because the declarations of no-
objection from the Dutch Central Bank, the National Bank of Belgium and the
European Central Bank are not obtained, NN Group will forfeit a EUR 25 million
reverse termination fee to Delta Lloyd.
If the Merger Protocol is terminated because antitrust clearance is not obtained
NN Group will forfeit a EUR 67.5 million reverse termination fee to Delta Lloyd.
Competing Offer
NN Group and Delta Lloyd may terminate the Merger Protocol in the event a bona
fide third-party offeror makes an offer which, in the reasonable opinion of the
Boards, is a more beneficial offer than the Offer, exceeds the Offer Price by
7% and is launched or is committed to be launched within four weeks (a
'Competing Offer'). In the event of a Competing Offer, NN Group will be given
the opportunity to match such offer, in which case the Merger Protocol may not
be terminated by Delta Lloyd. Any additional subsequent competing offer will
have a 5% offer threshold and matching right for NN Group. As part of the
agreement, Delta Lloyd has entered into customary undertakings not to solicit
third party offers.
Indicative timetable
NN Group and Delta Lloyd will seek to obtain all necessary approvals and anti-
trust clearances as soon as possible. The required advice of the NN Group and
Delta Lloyd works councils and consultation with the unions will be commenced
immediately (to the extent not already in progress). Both parties are confident
that NN Group will secure all antirust and regulatory approvals within the
timetable applicable to the Offer.
NN Group expects to submit a request for review and approval of its offer
memorandum with AFM no later than 28 December 2016 and to publish the offer
memorandum shortly after approval, in accordance with the applicable statutory
timeline.
Delta Lloyd will hold an EGM at least six business days prior to the closing of
the tender offer period in accordance with Section 18 Paragraph 1 of the Decree
to inform the shareholders about the Offer and to adopt certain resolutions that
are conditions to the consummation of the Offer. Based on the required steps and
subject to the necessary approvals, NN Group and Delta Lloyd anticipate that the
Offer will close in the second quarter of 2017.
Transaction advisors
In connection with the transaction, NN Group's Executive and Supervisory Board
financial advisors are J.P. Morgan Limited (lead), ING Bank N.V., and Morgan
Stanley, and its legal counsel is Freshfields Bruckhaus Deringer. On behalf of
Delta Lloyd, Goldman Sachs International is acting as financial advisor to the
Executive Board, Bank of America Merrill Lynch is acting as financial advisor to
the Supervisory Board, and Allen & Overy is acting as legal counsel.
Other
To the extent permissible under applicable law or regulation, NN Group and its
affiliates or brokers (acting as agents for NN Group or its affiliates, as
applicable) may from time to time after the date hereof, and other than pursuant
to the intended offer, directly or indirectly purchase, or arrange to purchase,
ordinary shares in the capital of Delta Lloyd, that are the subject of the
intended 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.
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Press enquiries NN Group Investor enquiries NN Group
Media Relations Investor Relations
+31 70 513 1918 +31 88 663 5464
mediarelations(at)nn-group.com investor.relations(at)nn-group.com
-----------------------------------------------------------------
Press enquiries Delta Lloyd Investor enquiries Delta Lloyd
Media Relations Investor Relations
+31 20 594 4488 +31 20 594 9693
mediarelations(at)deltalloyd.nl ir(at)deltalloyd.nl
-----------------------------------------------------------------
Wires call
Lard Friese, Hans van der Noordaa, Delfin Rueda and Clifford Abrahams will host
a wires conference call at 7.30 CET on 23 December 2016. Journalists can join
the conference call at +31 20 531 5851 (NL).
Investor call
Lard Friese, Hans van der Noordaa, Delfin Rueda and Clifford Abrahams will host
an analyst and investor conference call at 9.15 CET on 23 December 2016. Members
of the investment community can join the conference call at
+31 20 531 5851(NL), +44 20 3365 3210 (UK), +1 866 349 6093 (US) or follow the
webcast on www.nn-group.com.
Press conference and webcast
Lard Friese and Hans van der Noordaa will host a Press conference at 11.00 CET
on 23 December 2016. Journalists can join the conference at NN Group
Headquarters, Prinses Beatrixlaan 35, The Hague or follow the webcast on www.nn-
group.com. Please confirm your attendance via mediarelations(at)nn-group.com or
+31 70 513 1918.
NN Group profile
NN Group is an international insurance and asset management company, active in
more than 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.
General restrictions
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. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire the securities of Delta Lloyd or NN Group in any jurisdiction.
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 disclaims 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 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 the United States,
Canada or Japan.
Important legal information
All figures in this document are unaudited. Small differences are possible in
the tables due to rounding. Certain of the statements contained herein are not
historical facts, including, without limitation, certain statements made of
future expectations and other forward-looking statements that are based on
management's current views and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to
differ materially from those expressed or implied in such statements. Actual
results, performance or events may differ materially from those in such
statements due to, without limitation: (1) changes in general economic
conditions, in particular economic conditions in NN Group's and Delta Lloyd's
core markets, (2) changes in performance of financial markets, including
developing markets, (3) consequences of a potential (partial) break-up of the
euro, (4) changes in the availability of, and costs associated with, sources of
liquidity as well as conditions in the credit markets generally, (5) the
frequency and severity of insured loss events, (6) changes affecting mortality
and morbidity levels and trends, (7) changes affecting persistency levels, (8)
changes affecting interest rate levels, (9) changes affecting currency exchange
rates, (10) changes in investor, customer and policyholder behaviour, (11)
changes in general competitive factors, (12) changes in laws and regulations,
(13) changes in the policies of governments and/or regulatory authorities, (14)
conclusions with regard to accounting assumptions and methodologies, (15)
changes in ownership that could affect the future availability to us of net
operating loss, net capital and built-in loss carry forwards, (16) changes in
credit and financial strength ratings, (17) NN Group's ability to achieve
projected operational synergies and (18) the other risks and uncertainties
detailed in the Risk Factors section contained in recent public disclosures made
by NN Group or Delta Lloyd.
Any forward-looking statements made by or on behalf of NN Group or Delta Lloyd
speak only as of the date they are made, and, NN Group or Delta Lloyd assume no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information or for any other reason.
This document does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities in the United States or any other jurisdiction.
--------------------------------------------------------------------------------
[1] Exchange ratio is defined in the Merger Protocol as the Offer Price per
Share divided by the NN Group stock price on the last day prior to the date of
the execution of the Legal Merger
NN Group and Delta Lloyd agree on recommended transaction:
http://hugin.info/160538/R/2067606/776349.pdf
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: NN Group NV via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 23.12.2016 - 07:00 Uhr
Sprache: Deutsch
News-ID 514649
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