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.
After the expiry of the Offer Period at 17:40 hours CET today, 79.9% of all issued and outstanding ordinary shares in the capital of Delta Lloyd have been committed.
Furthermore, all Offer Conditions as described in the Offer Memorandum have been satisfied, including obtaining the declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB), and competition clearance from the European Commission.
With the satisfaction of all Offer Conditions, NN Group and Delta Lloyd are pleased to announce that the Offeror declares the Offer unconditional (doet gestand).
Lard Friese, CEO of NN Group; '7 April 2017 will be marked as an important day in our history. It is the day that two leading insurance, banking and asset management companies join forces. We look forward to taking the combined group into the next phase of our journey as a leading player in the Netherlands and Belgium'.
Acceptance
During the Offer Period that expired on 7 April 2017, 364,044,985 Shares were tendered for acceptance, representing an aggregate value of approximately EUR 1.97 billion (at an Offer Price of EUR 5.40 (cum dividend) in cash per Share ('Offer Price')).
The total number of 364,044,985 Shares includes the 45,273,626 Shares already held by NN Group and represents approximately (i) 79.9% of the issued and outstanding ordinary shares in the capital of Delta Lloyd, (ii) 78.2% of the aggregate number of issued and outstanding ordinary shares and preference shares A in the capital of Delta Lloyd, and (iii) 77.2% of the aggregate number of 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
With reference to the Offer Memorandum published on 2 February 2017, holders of Shares who accepted the Offer shall receive the Offer Price for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions. Payment of the Offer Price will take place on 12 April 2017 (the 'Settlement Date').