NN Group N.V. (ENXTAM:NN) made a tender offer to acquire Delta Lloyd N.V. (ENXTAM:DL) for 2.4 billion on October 5, 2016. As per the offer, 455.3 million shares will be acquired at 5.3 per share. As of December 23, 2016, offer price per share was increased to 5.4 per share. The consideration will be financed from existing cash resources and external debt by NN Group N.V. The consideration of 1.4 billion will be paid through cash from NN Group's 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. Delta Lloyd will pay a termination fee of 25 million to NN Group on termination of the merger. If the merger is terminated because of antirust approval not being obtained, NN Group will pay a reverse termination fee of 67.5 million.
After completion of the transaction, 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. The continuing members will continue to serve on the Delta Lloyd supervisory Board. As of the settlement date, Clifford Abrahams, Annemarie Mijer and Leon van Riet shall continue to serve on the Delta Lloyd Executive Board. In addition, two additional members identified by NN Group, being David Knibbe and Dorothee van Vredenburch will be appointed to Delta Lloyd Executive Board subject to the offer having been declared unconditional. David Knibbe will be the Chief Executive Officer of Delta Lloyd. The Delta Lloyd Works Council supports the nomination of new members to the Executive Board. Their appointment has been approved by the Dutch Central Bank (DNB) and the AFM. The current Chairman of the Executive Board, Van der Noordaa will resign as member of the Delta Lloyd Executive Board. The Delta Lloyd Supervisory Board will consist of Lard Friese, Delfin Rueda, Jan-Hendrik Erasmus, Rob Ruijter and Carla Streit. Rob Ruijter shall continue to be the Chairman of Delta Lloyd Supervisory Board. Eric Fischer, Jan Haars, Fieke van der Lecq, André Bergen, Paul Nijhof and John Lister will voluntarily step down from the Supervisory Board. The NN Group Executive Board and management Board will not change as a result of the transaction.
The deal is subject to a minimum acceptance level, anti-trust clearance, other regulatory approvals including approval from the Dutch Central Bank and approval from the Board of Directors and shareholders of Delta Lloyd N.V. As of October 2, 2016, the Board of Delta Lloyd has rejected the offer. As on December 23, 2016, NN Group and Delta Lloyd reached a conditional agreement. As on February 2, 2017, the offer is supported and recommended by the Delta Lloyd Executive Board and the Delta Lloyd Supervisory Board. The offer is subject to the satisfaction or waiver of the offer conditions. The offer is subject to a minimum acceptance level of 95% of the shares. Delta Lloyd's listings on Euronext Amsterdam and Euronext Brussels will be terminated if NN Group acquires at least 95% of the shares in Delta. The minimum acceptance level is lowered to 67% if the legal merger is approved at the Delta Lloyd EGM. Delta Lloyd shall convene an extraordinary general meeting of shareholders to discuss the offer on March 29, 2017. As of March 29, 2017, a large majority of Delta Lloyd shareholders approved the conditional legal merger. After the shareholders' approval, NN Group can declare its offer unconditional as soon as 67% of the Delta Lloyd shares are held by NN Group and the offer conditions have been satisfied or waived. The shareholders also approved 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 appointment of Board members is also approved.
As of April 7, 2017, NN Group has obtained declarations of no objection from the Dutch Central Bank (DNB), the National Bank of Belgium (NBB) and the European Central Bank (ECB) in connection with the offer. In addition, NN Group has obtained competition clearance from the European Commission. As of April 7, 2017, all offer conditions were satisfied and offer was considered as unconditional. The offer period will commence on February 3, 2017 and will expire on April 7, 2017, unless extended. The offer period ended on April 7, 2017. As of April 12, 2017, NN Group N.V. acquired 79.99% stake in Delta Lloyd NV. NN Group N.V. grants an opportunity to those shareholders who have not yet tendered their shares under the offer, in a post-closing acceptance period which commenced on April 10, 2017 and will expire on April 21, 2017.
If, following the settlement date and post-closing acceptance period, the NN Group have acquired at least 95% of the shares, NN Group and Delta Lloyd will seek to procure the termination of Delta Lloyd's listing on Euronext Amsterdam and Euronext Brussels. If NN Group acquired less than 95% of the shares, NN Group will be entitled to pursue a triangular legal merger of Delta Lloyd into the NN Group, whereby remaining holders of shares will receive listed ordinary shares in NN Group. The Delta Lloyd Executive Board and Delta Lloyd Supervisory Board have approved and consented to the legal merger and the Delta Lloyd General Meeting has resolved on the legal merger. As of May 8, 2017, the legal merger is anticipated to be completed on August 3, 2017. NN Group N.V. expects the transaction to be DPS accretive.
Willem Daris, Maurits Duynstee, Robert Specken, Jan Peter Kooiman, Bart de Klerk, Ernst Gallandat Huet, Wanda van Kampen, Bernt Hendriksma and Kees Groenewegen of ING Bank N.V., Morgan Stanley and J.P. Morgan Limited acted as financial advisors and Ashar Qureshi of Freshfields Bruckhaus Deringer acted as legal advisor for NN Group. Goldman Sachs International acted as the financial advisor and Allen & Overy Amsterdam acted as the legal advisor for Delta Lloyd. Bank of America Merrill Lynch acted as financial advisor for Delta Lloyd. Lazard acted as financial advisor for Stichting Continuïteit Delta Lloyd. ABN AMRO Bank N.V. acted as an exchange agent in the offer. Stephen M. Kotran and Jonathan E. Murray from Sullivan & Cromwell LLP acted as the legal advisors for Goldman Sachs International.