NN Group NV and Delta Lloyd NV said the two reached a conditional agreement on a recommended merger that will see NN Group offer €5.40 for each issued and outstanding ordinary share in Delta Lloyd, representing a total consideration of €2.5 billion.
"After due and careful consideration, both the Delta Lloyd executive board and the supervisory board are of the opinion that the offer is in the best interest of Delta Lloyd and its stakeholders," the companies said in their joint Dec. 23 statement.
The all-cash offer price represents a 31% premium over the closing price of €4.12 per share on Oct. 4 and a 55% premium over the three-month average closing price prior to NN Group's Oct. 5 announcement of its intention to make an offer for Delta Lloyd. Delta Lloyd had earlier rejected NN Group's initial unsolicited offer of €5.30 per share.
NN Group has committed financing in place and intends to fund the transaction through the use of existing cash resources and debt. The 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.
The two insurers said combining NN Group's Dutch and Belgian activities with Delta Lloyd will lead to a stronger platform within Benelux from which to provide enhanced customer propositions and generate shareholder return. NN Group expects about a 10% return on investment on the deal and a double-digit accretion in dividend per share for 2018 and onwards.
NN Group and Delta Lloyd said they will seek to obtain all necessary approvals and antitrust clearances as soon as possible. A draft offer memorandum will be submitted by NN Group to the Dutch Authority for the Financial Markets no later than Dec. 28.
NN Group's financial advisers on the deal are J.P. Morgan Ltd., acting as lead, ING Bank NV and Morgan Stanley. Freshfields Bruckhaus Deringer is acting as legal counsel.
Goldman Sachs International and Bank of America Merrill Lynch are Delta Lloyd's financial advisers. Allen & Overy is serving as legal counsel.