ASR Nederland N.V. (ENXTAM:ASRNL) has signed a conditional agreement to acquire Aegon Nederland N.V. from Aegon Europe Holding BV for approximately €4.9 billion on October 27, 2022. Total consideration amounts to €4.9 billion and comprises of i) newly issued ordinary shares to Aegon (29.99% interest in a.s.r. post Transaction representing approximately 57.4 million newly issued a.s.r. ordinary shares) and ii) a cash consideration of €2.5 billion which is expected to be funded through existing surplus capital, and the potential issuance of various instruments which may include Solvency II compliant debt instruments and/or new shares within the existing authorisation, subject to market conditions. A fully underwritten bridge facility is provided by UBS. a.s.r. will be the main brand, while leveraging the strong brand of Aegon Nederland in Mortgages and Pensions for a period of three years. Should a.s.r. decide to use its existing authorization to issue additional ordinary shares, the number of outstanding shares might increase up to approximately 211 million, which will include up to approximately 5.9 million shares issued to Aegon following an adjustment mechanism. Pursuant to this adjustment mechanism the cash component would be reduced accordingly. The headquarters of the business combination will be in Utrecht. All Aegon employees will join ASR. Aegon will have the right to nominate two additional members to a.s.r.’s Supervisory Board, of which one (i) shall be female and qualify as independent from Aegon and a.s.r. and (ii) the other shall be the CEO or CFO of Aegon. The two nominees are Lard Friese, CEO of Aegon N.V. and Daniëlle Jansen Heijtmajer. The conditional appointment of these two Aegon nominees to the a.s.r. Supervisory Board shall be submitted to the EGM. The composition of the a.s.r. Executive Board will remain unchanged post transaction, with existing responsibilities maintained. As part of the transaction, Jos Baeten’s term will be extended until the AGM of 2026 to oversee the integration. The a.s.r. Executive Board and Supervisory Board unanimously support the transaction. Accordingly, the a.s.r. boards recommend that the shareholders of a.s.r. vote in favour of the resolutions related to the transaction at the EGM. The transaction is subject to approval by the shareholders of both a.s.r. and Aegon; both companies will invite shareholders to an extraordinary general meeting on January 18, 2023. The transaction and the issuance of the new a.s.r. ordinary shares are subject to approval of the EGM, certain antitrust and standard regulatory approvals. The transaction is further subject to positive advice from Aegon's central works council, approvals by the Dutch Central Bank, the European Central Bank and the Dutch Authority for Consumers and Markets, which are expected at the earliest on 1 July 2023. As of January 17, 2023, the transaction as been approved by the shareholders of ASR Nederland. The transaction is expected to close in the second half of 2023. As of January 17, 2023, the merger is scheduled to be closed in July 2023. Aegon anticipates that it will return €1.5 billion of the cash proceeds to shareholders, barring unforeseen circumstances, to offset the dilutive effect of the transaction on free cash flow per share. Furthermore, the company intends to reduce its gross financial leverage by up to €700 million. Acquisition is accretive on an OCC per share basis. UBS Group AG (SWX:UBSG) and N M Rothschild & Sons Limited acted as financial advisor to ASR Nederland. JP Morgan Chase & Co. acted as financial advisor to Aegon Nederland N.V. Moelis & Company Netherlands BV acted as a financial advisor to Aegon Nederland N.V. Arne Grimme of De Brauw Blackstone Westbroek N.V. acted as legal advisor to Aegon Nederland. Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC as financial adviser to the Supervisory Board of Aegon. Sullivan & Cromwell LLP acted as legal advisor to Aegon Nederland N.V. Stibbe N.V. acted as legal advisor to ASR Nederland N.V. Lieke van der Velden, Willem Bijveld, Sophie Umans, Jafar Alhashime, Ashley Fleming, Paul van der Bijl, Koen Biesma, Nico Blom, Nina Kielman, Sjuul Jentjens, Frans van der Eerden, Roderick Watson, Larissa Silverentand, Rob Heslenfeld, Kim Heesterbeek, Valentine Schols, Alex Draaisma, Michaëla Ulrici, Sasha van Gerrevink, Marlies van de Meulengraaff, Homme ten Have, Annette van Beers, Mauricette Schaufeli, Dineth de Graaf, Emma Wiggers, and Casper van der Meulen of NautaDutilh N.V. acted as legal advisors to ASR.

ASR Nederland N.V. (ENXTAM:ASRNL) completed the acquisition of Aegon Nederland N.V. from Aegon Europe Holding BV for €4.6 billion on July 4, 2023. The relationship agreement has been slightly amended so that two matters now require unanimous approval of a.s.r.’s Supervisory Board. These relate to CEO succession in the case the current CEO of a.s.r. steps down before the end of his current term, and material decisions on capital management which would lead to a change in the risk profile. The rest of the relationship agreement, including affirmative votes on significant changes to a.s.r.’s dividend policy, certain dilutive transactions, and certain M&A transactions, remains unchanged.