This press release has been issued by Delta Lloyd N.V. in connection with the recommended public offer by NN Group Bidco B.V. for all issued and outstanding ordinary shares in the capital of Delta Lloyd N.V. The Offer is made only by means of the Offer Memorandum, which has been approved by the Netherlands Authority for the Financial Markets (AFM). Terms with an initial capital letter that are used in this press release have the meaning attributed to them in the Offer Memorandum (unless defined otherwise).
Today, a large majority of the shareholders of Delta Lloyd N.V. (the 'Shareholders') has approved a conditional Legal Merger with NN Group Bidco B.V. (a wholly owned subsidiary of NN Group N.V.) during the Extraordinary General Meeting of Shareholders (the 'Meeting'). The Legal Merger will be a triangular legal merger of Delta Lloyd N.V. into NN Group Bidco B.V., whereby the shareholders of Delta Lloyd N.V. will receive listed ordinary shares in NN Group N.V.
Given that the Shareholders have agreed to the Legal Merger, NN Group can declare its Offer unconditional as soon as 67% (rather than 95%) of the Delta Lloyd shares is held by NN Group and the Offer Conditions have been satisfied or waived. This increases the chance of the Offer being declared unconditional and of the benefits of the Offer for stakeholders, including shareholders, becoming materialised. Following the Legal Merger, NN Group will gain full control of Delta Lloyd so that the financial and organisational structure of the new combination can be formed.
In addition, the Shareholders have voted in favour of the proposed amendment of the Articles of Association as of the Settlement Date, as well as the amendment of the Articles of Association upon the delisting of Delta Lloyd.
The Shareholders have also agreed to the conditional appointment of Lard Friese (CEO and member of the Executive Board and Management Board of NN Group), Delfin Rueda (CFO and member of the Executive Board and Management Board of NN Group) and Jan-Hendrik Erasmus (CRO and member of the Management Board of NN Group) to the Supervisory Board of Delta Lloyd with effect from the Settlement Date. After the Settlement Date, the Supervisory Board will have five members instead of the current eight. Of the current members, Rob Ruijter and Carla Streit will remain as chairman and member respectively. Eric Fischer, Jan Haars, Fieke van der Lecq, André Bergen, Paul Nijhof and John Lister will voluntarily step down from the Supervisory Board as of the Settlement Date. They were granted full and final discharge for their supervision until the date of the Meeting.
The current chairman of the Executive Board of Delta Lloyd, Hans van der Noordaa, will resign as of the Settlement Date. The Meeting granted him full and final discharge for his management until the date of the Meeting. He will be succeeded in this role by David Knibbe (CEO Netherlands Insurance & Global IT and member of the Management Board of NN Group). Dorothee van Vredenburch (Chief Change and Organisation Officer and member of the Management Board of NN Group) will also become a member of the Executive Board of Delta Lloyd with effect from the Settlement Date. The Executive Board further includes the current members of the Executive Board: Clifford Abrahams (CFO), Annemarie Mijer (CRO) and Leon van Riet (member).
The Legal Merger, amendments to the Articles of Association and changes in the composition of the Supervisory Board and Executive Board are subject to the Offer by NN Group Bidco B.V. having become unconditional.
Further legal information
Shareholders have the opportunity to register their shares under the Offer until 7 April 2017, 17:40 CET, subject to extension of the Offer Period. The Offer is made subject to the terms and conditions, and in accordance with the provisions and limitations, described in the Offer Memorandum of 2 February 2017 (the "Offer Memorandum"). With a view to the Offer, Delta Lloyd issued a Position Statement (the "Position Statement") on 2 February 2017. This Position Statement contains the information required under Section 18(2) and Annex G of the Dutch Public Takeover Bids (Financial Supervision Act) Decree.
This announcement contains selected, consolidated information about the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information contained in this announcement is not complete and additional information is provided in the Offer Memorandum and the Position Statement.
Shareholders are advised to study the Offer Memorandum and the Position Statement carefully and to seek independent advice in order to develop an informed opinion on the Offer and the details of the Offer Memorandum and the Position Statement. In additional, Shareholders might also want to consult their tax advisers with respect to the tax implications of registering their shares under the Offer. Digital copies of the Offer Memorandum are available from 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 from the offices of Delta Lloyd and from the Settlement Agent
(ABN AMRO). A digital copy of the Position Statement is available from the website of Delta Lloyd (www.deltalloyd.com).
http://www.globenewswire.com/NewsRoom/AttachmentNg/39a6b6b6-7375-4326-8c53-1cfad1b25296
