93.3% of the Delta Lloyd Shares committed after Post Closing Acceptance Period - Legal Merger preparations continue
(Thomson Reuters ONE) -
* Post Closing Acceptance Period ended on 21 April 2017 (at 17:40 hours CET)
* 13.4% of all issued and outstanding ordinary shares in the capital of Delta
Lloyd tendered during the Post Closing Acceptance Period
* Settlement of the Shares tendered during the Post Closing Acceptance Period
will take place on 26 April 2017
* Following settlement NN Group will (indirectly) hold 93.3% of the Shares,
including the 79.9% of the Shares already held
* NN Group, the Offeror and Delta Lloyd will continue the preparations of the
Legal Merger of Delta Lloyd into the Offeror
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 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 on the results of the Offer Period and in which the Offer was declared
unconditional and the post closing acceptance period (na-aanmeldingstermijn)
relating to the Offer (the 'Post Closing Acceptance Period') was announced, and
the joint press release dated 12 April 2017 regarding the settlement of the
Shares tendered during the Offer Period.
Acceptance
NN Group and Delta Lloyd jointly announce that during the Post Closing
Acceptance Period, which expired today 21 April 2017 at 17:40 hours CET,
61,025,175 Shares were tendered for acceptance at an Offer Price of EUR 5.40
(cum dividend) in cash per Share (the 'Offer Price'), representing approximately
13.4% of all Shares and an aggregate value of approximately EUR 330 million.
Together with the 364,044,985 Shares that were already held by the Offeror
following settlement of the Shares tendered during the Offer Period, NN Group
will (indirectly) hold 425,070,160 Shares, representing approximately (i) 93.3%
of the issued and outstanding ordinary shares in the capital of Delta Lloyd,
(ii) 91.3% of the aggregate number of the issued and outstanding ordinary shares
and preference shares A in the capital of Delta Lloyd, and (iii) 90.2% of the
aggregate number of the issued ordinary shares and preference shares A (i.e.
including shares held by Delta Lloyd in its own share capital) in the capital of
Delta Lloyd.
Settlement
Settlement of the Shares tendered during the Post Closing Acceptance Period, and
payment of the Offer Price will take place on 26 April 2017.
Legal Merger
As the Offeror will hold 93.3% of the Shares following settlement of the Shares
tendered during the Post Closing Acceptance Period, NN Group is entitled to
pursue a triangular legal merger of Delta Lloyd into the Offeror, whereby
remaining holders of Shares will receive listed ordinary shares in the capital
of NN Group ('NN Group Shares') (the 'Legal Merger'). In exchange for each
Share, the owner of such Share will receive a fraction of one NN Group Share
equal to the Offer Price per Share divided by the NN Group stock price on the
last day prior to the date on which the notarial deed to establish the Legal
Merger is executed (the 'Exchange Ratio'). Any NN Group Shares to be allotted
pursuant to the Legal Merger will not be repurchased.
The Delta Lloyd Executive Board and Delta Lloyd Supervisory Board have approved
and consented to the Legal Merger and the Delta Lloyd general meeting has
resolved to the Legal Merger on 29 March 2017. NN Group, the Offeror and Delta
Lloyd will continue the preparations of the Legal Merger. Any further update
will be provided if and when required. Reference is made to Section 6.11.5 (Pre-
wired post-closing restructuring) of the Offer Memorandum.
Qualified Institutional Buyers
Any NN Group Share 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
will be required 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 is 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.
Delisting
Euronext Amsterdam and Euronext Brussels have confirmed to co-operate with the
delisting of the Shares as per the same date as the completion of the Legal
Merger. The last day that the Shares can be traded on Euronext Amsterdam and
Euronext Brussels will be the last trading day prior to the completion of the
Legal Merger.
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 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
-----------------------------------------------------------------
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:
http://hugin.info/142905/R/2097830/794396.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: Delta Lloyd via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 21.04.2017 - 20:16 Uhr
Sprache: Deutsch
News-ID 537660
Anzahl Zeichen: 19918
contact information:
Town:
Amsterdam
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 256 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"93.3% of the Delta Lloyd Shares committed after Post Closing Acceptance Period - Legal Merger preparations continue"
steht unter der journalistisch-redaktionellen Verantwortung von
Delta Lloyd (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
