NN Group NV's offer to acquire Delta Lloyd NV at €5.40 per share is now unconditional, with nearly 80% of Delta Lloyd shares committed to the offer and a series of regulatory approvals received.
A total of 364,044,985 Delta Lloyd shares were tendered for acceptance during the offer period, which expired April 7 at 5:40 p.m. Amsterdam time. The shares represent 79.9% of all issued and outstanding ordinary shares in Delta Lloyd's capital and an aggregate value of €1.97 billion, compared to the expected total consideration of €2.5 billion.
De Nederlandsche Bank NV, the National Bank of Belgium, the ECB and the European Commission have also cleared the transaction. NN Group can declare its offer unconditional as soon as 67% of Delta Lloyd shares are committed to its offer and all offer conditions have been satisfied or waived.
Delta Lloyd shareholders that accepted NN Group's offer will receive payment at settlement April 12. A post-closing acceptance period will run from April 10 at 9 a.m. until April 21 at 5:40 p.m., targeting Delta Lloyd shareholders that have not yet tendered their shares.
NN Group will move to squeeze out minority shareholders in Delta Lloyd if it ends up with at least 95% of the company following the post-closing acceptance period, and both firms will seek Delta Lloyd's delisting from Euronext Amsterdam and Euronext Brussels.
Otherwise, NN Group will be entitled to pursue a triangular legal merger that will see remaining Delta Lloyd shareholders receive listed ordinary shares in NN Group in exchange for their Delta Lloyd shares.