NN Group and Delta Lloyd execute Legal Merger
(Thomson Reuters ONE) -
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:
http://hugin.info/142905/R/2108717/800993.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: 31.05.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 545342
Anzahl Zeichen: 8695
contact information:
Town:
Amsterdam
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 307 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"NN Group and Delta Lloyd execute Legal Merger"
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Delta Lloyd (Nachricht senden)
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