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News Article | May 8, 2017
Site: globenewswire.com

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. NN Group and Delta Lloyd take next step in Legal Merger preparations Reference is made to the joint press release by NN Group and Delta Lloyd dated 21 April 2017 regarding the results of the post closing acceptance period (na-aanmeldingstermijn) relating to the recommended public cash offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') and to the continuing  preparations of the triangular legal merger of Delta Lloyd into NN Group Bidco, whereby remaining holders of Shares will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). NN Group and Delta Lloyd jointly announce that in connection with the preparations of the Legal Merger, today 8 May 2017, ABN AMRO Bank N.V. ('ABN AMRO'), in its capacity as Exchange Agent, will issue an addendum (the 'Addendum') to the technical information memorandum of 2 February 2017 ('TIM') to provide members admitted to Euronext in Amsterdam and Brussels ('Members') and institutions admitted to Euroclear Nederland ('Admitted Institutions') (the Members and the Admitted Institutions together referred to as 'Financial Intermediaries') with certain administrative and technical guidelines in relation to the Legal Merger, including details and procedures that Financial Intermediaries should follow to enable their clients, if eligible, to receive their NN Group Shares under the Legal Merger. NN Group and Delta Lloyd will continue the preparations of the Legal Merger. The Legal Merger is anticipated to be completed ultimately on 3 August 2017. 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 directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd. 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. 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. 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", such as statements relating to the expected timing and completion of the Legal Merger. 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.


News Article | May 8, 2017
Site: globenewswire.com

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. NN Group and Delta Lloyd take next step in Legal Merger preparations Reference is made to the joint press release by NN Group and Delta Lloyd dated 21 April 2017 regarding the results of the post closing acceptance period (na-aanmeldingstermijn) relating to the recommended public cash offer by NN Group Bidco B.V., a direct wholly-owned subsidiary of NN Group ('NN Group Bidco'), to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd (the 'Shares') and to the continuing  preparations of the triangular legal merger of Delta Lloyd into NN Group Bidco, whereby remaining holders of Shares will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). NN Group and Delta Lloyd jointly announce that in connection with the preparations of the Legal Merger, today, 8 May 2017, ABN AMRO Bank N.V. ('ABN AMRO'), in its capacity as Exchange Agent, will issue an addendum (the 'Addendum') to the technical information memorandum of 2 February 2017 ('TIM') to provide members admitted to Euronext in Amsterdam and Brussels ('Members') and institutions admitted to Euroclear Nederland ('Admitted Institutions') (the Members and the Admitted Institutions together referred to as 'Financial Intermediaries') with certain administrative and technical guidelines in relation to the Legal Merger, including details and procedures that Financial Intermediaries should follow to enable their clients, if eligible, to receive their NN Group Shares under the Legal Merger. NN Group and Delta Lloyd will continue the preparations of the Legal Merger. The Legal Merger is anticipated to be completed ultimately on 3 August 2017. 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 directly or indirectly purchase, or arrange to purchase, ordinary shares in the capital of Delta Lloyd. 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. 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", such as statements relating to the expected timing and completion of the Legal Merger. 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.


News Article | December 23, 2016
Site: globenewswire.com

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. To form a leading insurance and asset management company in the Netherlands 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: 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: 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: 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. 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@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


News Article | February 23, 2017
Site: globenewswire.com

"In 2016, we successfully executed a range of actions to strengthen our capital and cash position. We have made good progress on initiatives to improve our client focus, business performance and reduce costs, and we expect to see results of these during 2017. However, we operate in a difficult environment, with margins consistently under pressure, record low interest rates and challenging regulatory developments. We believe the combination with NN Group is in the best interest of our stakeholders and will create a leading insurance and pension company in the Dutch market, with strong presence in Belgium and an attractive proposition in asset management and banking." In 2016, we made good progress on implementing our Closer to the Customer strategy and our management priorities of capital, performance and customer. We successfully executed our capital plan, our cash position is substantially improved and we are well on track for the implementation of the Partial Internal Model (PIM). However, during the fourth quarter, our capital position was negatively impacted by adverse longevity development and DNB guidance on LAC DT to the industry. Consequently, our Solvency II ratio declined to 143% (Q3 2016: 156%). Our operational performance continues to be a priority, with a disappointing Life SII VNB of € 27 million and a COR of 105.4%. However, we outperformed on our operational expenses target for 2016, revised down further our 2018 expense target and we have taken action to structurally improve technical results in Life and GI, including pricing, product design and exiting unattractive and unprofitable business segments. We aim to be the preferred insurer for our customers and business partners. In 2016, we increased our NPS customer satisfaction scores and, for the fifth consecutive year, intermediaries and financial advisors rated us the number one pension provider in the Netherlands. In December 2016, Delta Lloyd Algemeen Pensioenfonds (APF) received a licence to administer a general pension fund. Delta Lloyd operates in a highly competitive, mature market, where margins on both life and non-life products are consistently under pressure. Organisational agility and scale benefits are necessary to deliver acceptable margins and make ongoing investments. In addition, the regulatory and macro environment remains challenging with volatile markets, record low interest rates and low yields. We believe that consolidation in the Dutch market will, and should, take place in the near or mid-term future. On 23 December, NN Group and Delta Lloyd announced that they reached a (conditional) agreement on an improved recommended public offer for the entire issued and outstanding ordinary share capital of Delta Lloyd. NN Group and Delta Lloyd agreed to certain non-financial covenants in respect of corporate governance, post-closing legal merger, strategy, organisation, integration and employees. The offer price of € 5.40 (cum dividend) represents a premium of approximately 38% relative to the average closing price during the last month and a premium of approximately 55% relative to the average closing price during the last three months prior to the initial announcement. We recommend shareholders vote in favour of the offer and all resolutions at the EGMs to be held on 29 March 2017. Both the Executive and Supervisory Boards of Delta Lloyd support and recommend the improved offer. We believe that the combination of the Dutch and Belgium activities of both companies will result in an overall stronger platform within the Benelux from which to provide enhanced customer propositions and generate shareholder return. The combination will have a robust balance sheet and an improved solvency ratio. Following the announcement of the agreement with NN Group, we are working towards achieving the shareholder, regulatory and antitrust approvals required to complete the transaction. We expect these in the second quarter. Meanwhile, we have started high level preparation for the planned integration to ensure a seamless transition for our stakeholders. It is important that the business maintains its progress on management priorities as a standalone company, until such time as all approvals are achieved. In that context, we remain committed to our existing targets to bring operational expenses down to € 530 million in 2018 and Solvency II net capital generation of € 200-250 million per year over time. We also continue to work on our existing plans for the PIM, until completion of the transaction. We expect to see results of our initiatives to improve our technical profitability in Life and GI during 2017. We remain confident in the solvency position of Delta Lloyd as a standalone business should the NN Group acquisition not take place, reflecting among other things, net capital generation as well as the strong progress and potential for solvency benefits of the merger of our Belgian and Dutch life activities and the PIM. We have decided not to pay a final dividend for 2016, in view of NN Group's recommended offer for Delta Lloyd. Any final dividend paid would reduce the purchase price of € 5.40 per ordinary share. The total dividend for 2016 equals the interim dividend of € 0.10 per ordinary share, which was paid in September 2016. On Thursday 23 February 2017, Delta Lloyd will host a conference call for analysts (in English), which can also be followed via audiocast on our website. Conference call:              23 February 2017, 09.30 am (CET)                 NL:                         +31 20 716 8427, PIN code: 52073371#                 UK:                        +44 203 139 4830, PIN code: 52073371# This press release and the analyst presentation are also available at www.deltalloyd.com. [2] Pro forma estimate at year-end 2016 of +7pp being greater than +5pp pro forma at half-year 2016 announced in October, reflecting largely greater contribution from non eligible capital. [3] Based on analysis of comparable peer group during 2015 and not necessarily indicative of uplift for Delta Lloyd. Subject to regulatory approval


News Article | November 16, 2016
Site: globenewswire.com

"We are taking action on our management priorities of capital, performance and customer. We have a clear capital management framework and our capital position is well placed in our target range, despite market headwinds. Our business is strong and we are taking decisive action to improve our performance. We expect to see the first results of these actions in 2017. We need to improve further our cost efficiency and we are lowering our operational expenses target for 2018 by € 30 million to € 530 million. NN recently reconfirmed its intention to make a public offer for Delta Lloyd. We have engaged with NN on their proposal and the benefits of a transaction a number of times. We are not opposed to transactions that will create value for our shareholders and deliver benefits to other stakeholders." Overview of first nine months of 2016 We continue to make good progress on our management priorities of capital, performance and customer. During the first nine months of 2016, we have substantially improved the group's capital position. In the first half, we successfully executed the rights issue, the sale of our shareholding in Van Lanschot and ALM actions. During the third quarter, we continued to deliver on management actions, including the announced merger of our Belgian and Dutch life activities, which is to provide a 5pp uplift from 2017. As anticipated, our SF solvency ratio has decreased to 156%, equivalent to 165% pro forma for announced actions, from 173% at end June, reflecting market headwinds. In particular the effect of a lower volatility adjustment and normalising markets after the 'safe haven' credit spread movements, arising following the Brexit referendum, faded. Markets remain volatile and there are ongoing regulatory developments, therefore we need to continue to improve the quality of our capital. In this respect, the implementation of the Partial Internal Model (PIM), which is on track for introduction in 2018, is critical. Enhancing our business performance is another management priority. Our business is solid, but operational performance needs improvement, including further necessary cost reduction. During the first nine months, our commercial performance was mixed. In Life, value of new business (SII VNB) was € 27 million, and we are taking action to reduce costs and to improve pricing discipline and product design. We were satisfied our market share in defined contribution (DC) pension plans remained stable, despite a lower market volume. The combined ratio for the first nine months was 103.1% after a difficult half-year. Volumes in GI were up, and we are taking action to reduce costs and announce our exiting several unprofitable and unattractive business segments. Further cost reduction is critical to delivering acceptable returns. We are on track for 2016 and we have updated our operational expenses target to € 530 million from € 560 million in 2018. The proposed new pension scheme for Delta Lloyd employees will result in a pension obligation at stable, predictable costs. We aim to be the preferred insurer for our customers and financial advisors, with a focus on excellent online distribution capabilities. We measure progress in customer preference by Net Promoter Score (NPS) and in preference among financial advisors through performance surveys. We were pleased to see that customer satisfaction (based on NPS score) for both OHRA and Delta Lloyd retail customers continued to show an upward trend during the period. At end September, 30% of the targeted Delta Lloyd customers actively used our online portals. At OHRA, 65% of its targeted customers interacted with OHRA online. Supporting our ambition to create a positive sustainable impact, S&P Dow Jones Indices and RobecoSAM announced that Delta Lloyd has once again been included in the Dow Jones Sustainability Index (DJSI) World and the DJSI Europe. Delta Lloyd received an unsolicited and conditional proposal from NN Group for a possible cash offer at €5.30 per ordinary share on 2 October 2016. NN Group announced this proposal on 5 October and the Boards of Delta Lloyd rejected this proposal on 7 October 2016. The Boards of Delta Lloyd are of the view that the proposal announced by NN Group on 5 October 2016 substantially undervalues Delta Lloyd, its prospects and its strategic opportunities and fails to reflect an appropriate share of the benefits of Dutch consolidation. After this rejection, Delta Lloyd and NN Group engaged in a number of discussions and meetings including senior management of both companies, to discuss a potential transaction and to share its estimates of the substantial cost and capital benefits that a combination could deliver. Such interactions are ongoing. Delta Lloyd estimates that a transaction with NN Group could deliver cost synergies of approximately € 200 million per year over and above our existing cost savings plans updated today. Delta Lloyd also estimates there to be substantial capital and other financial benefits from a combination with NN Group, including one off diversification and tax related capital benefits, the accelerated usage of the partial internal Solvency II model, financing, reinsurance and re-risking earnings uplifts. Delta Lloyd will make further announcements if and when required. We remain committed to a targeted total cash dividend of € 130 million for the year 2016 and to delivering on the targeted Solvency II net capital generation of € 200-250 million per year over time. Alongside the interim dividend paid at half-year, the final dividend will be determined in February 2017, taking into account our capital position and performance, market and regulatory developments. We are on track to meet our operational expenses target for 2016 and we have raised our ambition for 2018. We expect to receive a license for the general pension fund (APF) this year, which will contribute to building profitable volume in a sizeable market. On Wednesday 16 November 2016, Delta Lloyd will host a conference call for analysts, which can also be followed via audiocast on our website. Conference call:              16 November 2016, 10.30 am (CET)                                                +31 20 716 8427 (English language), PIN code: 72183907# This press release and the analyst presentation are also available at www.deltalloyd.com. [1] This figure includes the benefit of closing an unwanted duration gap at Delta Lloyd Leven (4pp) during October and the announced merger of our Belgian and Dutch Life activities (5pp), expected to close early 2017


News Article | December 23, 2016
Site: globenewswire.com

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. To form a leading insurance and asset management company in the Netherlands 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: 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: 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: 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. 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 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@nn-group.com or +31 70 513 1918. 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.


News Article | February 27, 2017
Site: globenewswire.com

This is a press release by NN Group N.V. ('NN Group'), pursuant to the provisions of Section 4 Paragraph 3 and Section 13 Paragraphs 1 and 2 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group for all the issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. ('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 the Offer Memorandum, which is available as of 2 February 2017, and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. 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. 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 NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group ('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'). NN Group announces that, on 27 February 2017, NN Group or its brokers (acting as agents for NN Group) acquired a total of 3,800,138 Shares in the open market at a volume weighted average price of EUR 5.3642 per Share. The highest price per Share paid in a transaction conducted on 27 February 2017 was EUR 5.37. Together with the 37,039,337 Shares already held by NN Group or its brokers (acting as agents for NN Group) prior to 27 February 2017, NN Group or its brokers (acting as agents for NN Group) now holds 40,839,475 Shares, representing 8.8% of the aggregate number of issued and outstanding ordinary and preference shares in the capital of Delta Lloyd and 9.0% of the issued and outstanding ordinary share capital of Delta Lloyd. To the extent required, NN Group will notify the Financial Markets Authority (Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). Offer Memorandum, Position Statement and further information Information regarding the Offer is made available by way of the Offer Memorandum and/or 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). 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 intended 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. 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). Notice to US holders of Shares 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.


News Article | February 28, 2017
Site: globenewswire.com

This is a press release by NN Group N.V. ('NN Group'), pursuant to the provisions of Section 4 Paragraph 3 and Section 13 Paragraphs 1 and 2 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the 'Decree') in connection with the recommended public offer by NN Group for all the issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. ('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 the Offer Memorandum, which is available as of 2 February 2017, and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. 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. 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 NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group ('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'). NN Group announces that, on 28 February 2017, NN Group or its brokers (acting as agents for NN Group) acquired a total of 4,434,151 Shares in the open market at a volume weighted average price of EUR 5.3682 per Share. The highest price per Share paid in a transaction conducted on 28 February 2017 was EUR 5.37. Together with the 40,839,475 Shares already held by NN Group or its brokers (acting as agents for NN Group) prior to 28 February 2017, NN Group or its brokers (acting as agents for NN Group) now hold 45,273,626 Shares, representing 9.7% of the aggregate number of issued and outstanding ordinary and preference shares in the capital of Delta Lloyd and 9.9% of the issued and outstanding ordinary share capital of Delta Lloyd. To the extent required, NN Group will notify the Financial Markets Authority (Autoriteit Financiële Markten) in accordance with Section 5:38 of the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). Offer Memorandum, Position Statement and further information Information regarding the Offer is made available by way of the Offer Memorandum and/or 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). 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 intended 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. 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). Notice to US holders of Shares 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.


News Article | February 23, 2017
Site: globenewswire.com

GN Store Nord har i dag modtaget meddelelse om, at NN Group N.V. har forøget sin beholdning af GN aktier. NN Group N.V. ejer hermed mere end 5% af GN Store Nords aktiekapital og stemmerettigheder. For yderligere oplysninger kontakt venligst: Peter Justesen VP – Investor Relations & Treasury GN Store Nord A/S Telefon: 45 75 87 16


News Article | February 23, 2017
Site: globenewswire.com

Copenhagen, 2017-02-23 19:07 CET (GLOBE NEWSWIRE) -- Today, GN Store Nord has received information that NN Group N.V. has increased its holdings of GN shares. NN Group N.V. thereby holds more than 5% of the share capital and the voting rights. For further information please contact:

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