Top-News

SolarBank: Wie die Revolution der sauberen Energie eine solide Investitionsmöglichkeit bieten könnte(Anzeige)

Donnerstag, 02.02.2017 07:05 von GlobeNewswire | Aufrufe: 311

Recommended public cash offer by NN Group for all issued and outstanding ordinary shares of Delta Lloyd

Ein Flugzeug von Delta Airlines. © Boarding1Now / iStock Editorial / Getty Images Plus / Getty Images https://www.gettyimages.de/

Transaction highlights

The offer is an all-cash public offer for the issued and outstanding ordinary shares in the capital of Delta Lloyd at an offer price of EUR 5.40 (cum dividend) per ordinary share, representing a total consideration of EUR 2.5 billion
Offer is supported and recommended by the Delta Lloyd Executive Board and the Delta Lloyd Supervisory Board
Positive advice has been obtained from both the NN Group and Delta Lloyd Works Councils
Offer Period during which Shares may be tendered pursuant to the Offer will commence at 09:00 hours, CET, on 3 February and will expire at 17:40 hours, CET, on 7 April 2017, unless extended
Delta Lloyd will hold an extraordinary general meeting of Shareholders at 10:30 hours, CET, on 29 March 2017, during which, amongst other matters, the Offer will be discussed. Immediately following the meeting, Delta Lloyd will hold a second EGM to resolve upon the Legal Merger
The Offer is subject to the satisfaction or waiver of the Offer Conditions as set out in the Offer Memorandum
The Offer is subject to a minimum acceptance level of 95% of the Shares. The minimum acceptance level is lowered to 67% if the Legal Merger is approved at the Delta Lloyd EGM
The Offer is expected to be completed in the second quarter of 2017

With the publication of the Offer Memorandum today, and with reference to the joint press release of NN Group and Delta Lloyd dated 23 December 2016, NN Group and Delta Lloyd jointly announce that NN Group Bidco B.V., a directly wholly-owned subsidiary of NN Group ('the Offeror') is making a recommended public cash offer 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 (the 'Offer Price') for each Share (the 'Offer').

Lard Friese, CEO of NN Group: 'With the launch of the offer today, we are one step closer to bringing together two leading insurance, banking and asset management companies and strengthen our positions in the Netherlands and Belgium. The combination is anticipated to create value for shareholders and will drive further improvement in customer service and experience. We recognise that combining our businesses will require significant effort from all of us, but it will also lead to enhanced opportunities. We are pleased with the support and recommendation of the Delta Lloyd Boards and are convinced that the offer is in the interests of both companies' stakeholders.'

Hans van der Noordaa, CEO of Delta Lloyd: 'We believe 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 our shareholders. Therefore the Delta Lloyd Boards recommend to the shareholders of Delta Lloyd to accept the offer and to tender their shares pursuant to the offer. The combined company will be a leading insurance and pension company in the Dutch market, with strong presence in Belgium and an attractive proposition in asset management and banking. Our customers will benefit from the solid capital position, customer focus and excellent capabilities for innovation and product development this combination will bring. Unfortunately, the well respected and strong Delta Lloyd brand will cease to exist and the combination of the two companies will result in uncertainty for employees. We will do everything we can to provide them with a new perspective and opportunities within the new company or elsewhere.'

The Offer
The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the offer memorandum dated 2 February 2017 (the 'Offer Memorandum'). Subject to the Offer being declared unconditional (gestanddoening), holders of Shares (the 'Shareholders') tendering their Shares under the Offer will receive the Offer Price in consideration for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror).

If, between the date of the Offer Memorandum and the Settlement Date, Delta Lloyd, by any means whatsoever, declares any cash or share dividend or other distribution and the record date for such cash or share dividend or other distribution occurs on or prior to the Settlement Date, then the Offer Price will be reduced by the full amount of such distribution made by Delta Lloyd in respect of each Share (before any applicable withholding tax). For the avoidance of doubt, the interim dividend of EUR 0.10 (ten euro cent) per Share declared by Delta Lloyd and paid on 8 September 2016 will not be deducted from the Offer Price.

The Offer values 100% of the Shares of Delta Lloyd at EUR 2.5 billion. The Offer Price represents a premium of approximately 31% over the closing price of EUR 4.12 per Share on 4 October 2016, the last trading day before NN Group initially announced its intention to make an offer for Delta Lloyd. Furthermore it 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.

As previously announced on 23 December 2016, NN Group will be able to pay the consideration of the Offer 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.

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 Group') is compelling. The Offer and all transactions contemplated therewith (the 'Transaction') will result in an overall stronger platform within the Benelux from which to provide enhanced customer propositions and generate shareholder return:

Additional scale and capabilities will result in an improved customer proposition within the Dutch pension market;
Doubling the size of the non-life insurance business will drive underwriting results and customer experience;
The integration of two leading asset management businesses creates additional scale and expertise;
Increased size and scale of the banking business, thereby improving the competitive offering to existing and new customers;
Doubling the presence in Belgium, leading to a strong life insurance market share with a more diversified offering through additional channels.

The Combined Group 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.

ARIVA.DE Börsen-Geflüster

Kurse

Delta Lloyd

0,00%

Synergies and cash generation
The Offeror currently estimates cost synergies which will reduce the annual cost base by approximately EUR 150 million pre-tax, expected to be achieved by 2020. This is anticipated to occur in a range of areas including:

Integration of operational and supporting activities in Life and Non-life, including commercial migration
Full integration of Bank & Asset Management
Removal of overlap in centralised functions
Reduction in project spend

The Offeror estimates that approximately half of the cost synergies will be realised in the Life and Non-life segments, while efficiency improvements in the Bank & Asset Management businesses will account for approximately 30% of expected cost synergies. The remainder of cost synergies is expected to be achieved in centralised functions and other segments.

Based on its due diligence, NN Group believes that there will be some initial capital synergies from the combination (stemming mainly from diversification benefits) but also expects meaningful negative impacts from the alignment of actuarial assumptions under NN Group ownership. 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 will provide additional information on potential cost and capital synergies in due course.

Recommendation by Delta Lloyd's Executive Board and Supervisory Board
After due and careful consideration, both the Delta Lloyd Executive Board and the Delta Lloyd Supervisory Board are of the opinion that the Offer is in the best interest of Delta Lloyd and its stakeholders. As is further set out in Delta Lloyd's position statement (the 'Position Statement'), published by Delta Lloyd today, the Delta Lloyd Executive Board and Delta Lloyd Supervisory Board support the Offer and the Legal Merger, recommend to the Shareholders to accept the Offer and to tender their Shares pursuant to the Offer, and recommend voting in favour of all Offer EGM Resolutions and the Legal Merger Resolution.

On 23 December 2016, Goldman Sachs issued a fairness opinion to the Delta Lloyd Executive Board and Supervisory Board, and on 22 December 2016 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 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 these fairness opinions is included in the Position Statement. The opinions of Goldman Sachs and Bank of America Merrill Lynch are given to (i) the Delta Lloyd Executive Board and the Delta Lloyd Supervisory Board and (ii) the Delta Lloyd Supervisory Board, respectively, and not to the Shareholders. As such, the fairness opinions do not contain a recommendation to the Shareholders as to whether they should tender their Shares under the Offer 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').

Delta Lloyd Executive Board
As of the Settlement Date, Mr Abrahams, Ms Mijer and Mr van Riet shall continue to serve on the Delta Lloyd Executive Board and will remain in office for as long as appropriate. In addition, two additional members identified by the Offeror, being Mr Knibbe and Ms van Vredenburch, will, subject to the Offer having been declared unconditional and completion of the applicable formal corporate procedures, be appointed to the Delta Lloyd Executive Board by the Delta Lloyd Supervisory Board as of the Settlement Date. Furthermore, subject to the Offer having been declared unconditional, Mr Knibbe will be the CEO of Delta Lloyd as of the Settlement Date. The Delta Lloyd Works Council supports the nomination of these new members of the Executive Board. Their appointment has been approved by the Dutch Central Bank (DNB) and the AFM.

When members of the Delta Lloyd Executive Board leave office, the Offeror will respect the agreed notice period as well as the existing severance arrangements. In line with the Dutch Corporate Governance Code the existing severance arrangements provide for a severance payment of no more than one year's salary.
Mr Van der Noordaa will, subject to the Offer having been declared unconditional and effective as per the Settlement Date, resign as member of the Delta Lloyd Executive Board. In connection with his resignation Mr Van der Noordaa will receive a severance payment of EUR 950,000, which amount is, in line with the Dutch Corporate Governance Code, no more than one year's salary.

Delta Lloyd Supervisory Board
Subject to the Offer being declared unconditional and the relevant resolutions having been adopted at the Offer EGM, the Delta Lloyd Supervisory Board will as of the Settlement Date consist of Mr Friese, Mr Rueda and Mr Erasmus, Mr Ruijter and Ms Streit. Mr Ruijter and Ms Streit (the 'Continuing Members') shall qualify as independent within the Dutch Corporate Governance Code. Mr Ruijter shall continue to be the chairman of the Delta Lloyd Supervisory Board. The Delta Lloyd Executive Board and the Delta Lloyd Works Council support the nominations. The Delta Lloyd Works Council has selected Mr Ruijter to qualify as member of the Delta Lloyd Supervisory Board appointed pursuant to its enhanced right of recommendation as from the Settlement Date. It follows that the enhanced right of recommendation of the Delta Lloyd Works Council does not apply to the vacancies for which Mr Friese, Mr Rueda and Mr Erasmus have been nominated for appointment. The appointment of Mr Friese, Mr Rueda and Mr Erasmus has been approved by DNB and the AFM.

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. In their position as members of the Delta Lloyd Supervisory Board or the NN Group Supervisory Board, as the case may be, the Continuing Members shall monitor and protect the interests of all Delta Lloyd's stakeholders, including, in particular, monitoring the Non-Financial Covenants and, when material transactions between Delta Lloyd and NN Group or an Affiliate of NN Group are considered, the fair treatment of minority shareholders of Delta Lloyd (if any).

NN Group Executive Board and the NN Group Management Board
Except as described above, the NN Group Executive Board and the NN Group Management Board will not change following the Settlement Date.

Strategy, integration and organisation
After the Settlement Date, NN Group and Delta Lloyd intend to integrate and align their operations in The Netherlands and Belgium (the 'Benelux Operations') 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 the capabilities of the Combined Group 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 this respect, senior representatives of both NN Group and Delta Lloyd will be given a role in preparing the transitional plans and monitoring implementation at the level of the operational working groups.
In order to safeguard the process, a transition committee has been established consisting of three members, being Mr Friese, Mr Holsboer and Mr Van der Noordaa. Following the Settlement Date Mr Ruijter will succeed Mr Van der Noordaa. The Transition Committee will supervise, monitor and advise on the fairness of the integration process. Following the Settlement Date, the Transition Committee will continue to be in place until completion of the integration.
NN Group and Delta Lloyd will strive to realise the synergies of the Transaction as soon as reasonably possible after Settlement. The Delta Lloyd Boards subscribe to the joint strategic vision underlying the Transaction.

Employees
NN Group values the experience and expertise of Delta Lloyd's employees which will help further shape the future success of the Combined Group. 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 the Settlement Date, the nomination, selection and appointment of staff for functions within the 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.

The integration of the businesses of Delta Lloyd and NN Group may have potential consequences for the employees of the Benelux Operations. Delta Lloyd and NN Group shall put in place appropriate arrangements dealing with the impact of integration for employees with due care and respect and shall honour the redundancy arrangements, social plans and applicable contractual arrangements already made or to be made with the relevant employees and/or their representatives.

To the extent required pursuant to existing or future social plans and/or redundancy plans, Delta Lloyd and NN Group will ensure that any vacancies that arise during the integration phase within the Combined Group and within the same geographical area are first offered to employees of the Combined Group who have or would have become redundant in connection with the Offer and the contemplated transactions, subject to such employees having the relevant skills and experience and in line with the applicable rules and regulations.

Delta Lloyd and NN Group shall offer outplacement services to any employees of the Combined Group that become redundant in connection with the Offer and the contemplated transactions, to the extent required pursuant to existing or future social plans and/or redundancy plans.

Brands
The brands of NN Group shall be used as the brands for the Combined Group. The brand "Delta Lloyd" shall no longer be actively marketed or used for commercial activities and is expected to be gradually and prudently phased out over time. The brands 'OHRA' and 'BeFrank' shall be maintained and the Combined Group supports the continued use of the brand of ABN AMRO by the ABN AMRO joint venture. The Combined Group intends to continue NN Group's APF brand ('De Nationale') and to discontinue Delta Lloyds's APF brand.

Location
The head offices shall be combined at NN Group's head office in The Hague. Delta Lloyd's location in Amsterdam shall be maintained for a period of at least three years following the Settlement Date, for insurance activities, provided this will not hinder the implementation of the integration plan. The Combined Group shall support the continued use by the ABN AMRO joint venture of its offices in Zwolle. Delta Lloyd's location in Arnhem (OHRA) shall be maintained, provided that the Combined Group shall retain the flexibility to combine its operations in Ede and Arnhem in one location in the Arnhem/Ede region.

Sustainability
The Combined Group shall strive to be a leader in the field of sustainability, inspired by Delta Lloyds's current leadership in this field. The charity programme as conducted by the Delta Lloyd Foundation shall be continued.

Full press release
Offer Memorandum
EGM agenda and notes
Position Statement

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Delta Lloyd via Globenewswire

Mehr Nachrichten zur Delta Lloyd Aktie kostenlos abonnieren

E-Mail-Adresse

Benachrichtigungen von ARIVA.DE
(Mit der Bestellung akzeptierst du die Datenschutzhinweise)

Hinweis: ARIVA.DE veröffentlicht in dieser Rubrik Analysen, Kolumnen und Nachrichten aus verschiedenen Quellen. Die ARIVA.DE AG ist nicht verantwortlich für Inhalte, die erkennbar von Dritten in den „News“-Bereich dieser Webseite eingestellt worden sind, und macht sich diese nicht zu Eigen. Diese Inhalte sind insbesondere durch eine entsprechende „von“-Kennzeichnung unterhalb der Artikelüberschrift und/oder durch den Link „Um den vollständigen Artikel zu lesen, klicken Sie bitte hier.“ erkennbar; verantwortlich für diese Inhalte ist allein der genannte Dritte.