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NN Group makes all-cash offer for Delta Lloyd, values company at €2.5B

NN Group Bidco BV, a wholly owned subsidiary of NN Group NV, is making an all-cash public cash offer of €5.40 for each issued and outstanding ordinary share of Delta Lloyd NV.

The offer represents a total consideration of €2.5 billion.

The offer price represents a premium of approximately 31% on the closing price of €4.12 per share on Oct. 4, 2016, the last trading day prior to NN Group's announcement of its intention to make an offer for Delta Lloyd. It also 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 three-month average closing price prior to the initial announcement.

Delta Lloyd had earlier rejected NN Group's initial unsolicited offer of €5.30 per share.

The offer is supported and recommended by the executive and supervisory boards of Delta Lloyd, the companies said in their joint Feb. 2 statement. The offer period will commence Feb. 3 and expire April 7, unless extended.

Delta Lloyd will hold an extraordinary general meeting of shareholders March 29 when the offer will be discussed. Immediately following the meeting, Delta Lloyd will hold a second extraordinary general meeting to resolve upon the legal merger.

The offer is subject to a minimum acceptance level of 95% of the shares, with the minimum acceptance level lowered to 67% if the legal merger is approved at the Delta Lloyd extraordinary general meeting.

As previously announced, NN Group will pay €1.4 billion with cash from its own available resources, while the remainder will be paid with debt financing obtained from reputable global financial institutions.

Completion of the offer is expected in the second quarter.