NIBC Bank N.V. Delisting will be effective on 18 February 2021 (3826M)

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RNS Number : 3826M

NIBC Bank N.V.

20 January 2021

PRESS RELEASE NIBC AND BLACKSTONE

This is a joint press release by NIBC Holding N.V. ("NIBC", the "Company") and Flora Acquisition B.V.

(the "Offeror"), an entity incorporated under Dutch law, owned by certain funds (the "Blackstone Funds") managed and/or advised by Blackstone's Tactical Opportunities and Private Equity businesses and other managers affiliated with The Blackstone Group Inc. (each or together, as the context requires, "Blackstone"), pursuant to the provision of Section 17 paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the "Decree") in connection with the recommended public offer (the "Offer" and together with the transactions contemplated in connection therewith, the "Transaction") by the Offeror for all the issued and outstanding ordinary shares in the capital of NIBC (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer for the Shares has been made only by means of the offer memorandum dated 7 August 2020 ("Offer Memorandum") approved by the Netherlands Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"). Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.

Delisting will be effective on 18 February 2021

The Hague / Amsterdam, the Netherlands - 20 January 2021

   --    Settlement of the Offer took place on 30 December 2020. 

-- Settlement of the Shares tendered during the Post Acceptance Period has taken place on 14 January 2021.

-- The Offeror will initiate the statutory squeeze-out proceedings in order to obtain 100% of the Shares.

-- The last trading date of the Shares on Euronext Amsterdam will be on 17 February 2021 and listing and trading of the Shares will terminate as of 18 February 2021.

Upon settlement of the Shares tendered during the Post Acceptance Period on 14 January 2021, the total number of Shares held by the Offeror or its group companies is 143,083,544, representing approximately 97.68% of the aggregate issued and outstanding share capital of NIBC (excluding Treasury Shares).

Squeeze-Out Procedure

Since the Offeror or its group companies own more than 95% of the Shares, the Offeror will initiate the squeeze-out procedure. Reference is made to section 4.17.1 (Delisting, Squeeze-Out Procedures) of the Offer Memorandum.

Delisting

As a result of the acquisition of more than 95% of the Shares by the Offeror or its group companies, the Offeror and NIBC hereby jointly announce that the listing and trading of the Shares on Euronext Amsterdam will be terminated. In consultation with Euronext Amsterdam, it has been decided that the last day of trading of the Shares will be on 17 February 2021. This means that the termination of the listing of the Shares shall be effective as of 18 February 2021. Reference is made to sections 4.17.1 (Delisting, Squeeze-Out Procedures) and 4.18.1 (Delisting) of the Offer Memorandum.

The Settlement Agent

ING Bank N.V.

Bijlmerdreef 106

1102 CT Amsterdam

The Netherlands

Investor and press enquiries NIBC

Martin Groot Wesseldijk

T: [phone]

E: [e-mail]

Eveline van Wesemael

T: [phone]

E: [e-mail]

Press enquiries Blackstone

Ramesh Chhabra

T: [phone]

E: [e-mail]

Rebecca Flower

T: [phone]

E: [e-mail]

Public relations Blackstone

David Brilleslijper

Comprehensive Strategies

T: [phone]

E: [e-mail]

Information Agent Blackstone

Ivana Cvjetkovic

Georgeson

M: [phone]

E: [e-mail]

About NIBC

NIBC is best suited to help entrepreneurs at their decisive moments. Now and in the future. As a bank for entrepreneurs, we are committed to cultivating our 'THINK YES' mentality by being flexible and agile and by matching our clients' can-do attitude. We support our corporate clients in building their businesses. For our retail clients in the Netherlands, Germany and Belgium we offer mortgages, online savings and brokerage products that are accessible, easy to understand and fairly priced. Operating in the Netherlands (The Hague and Amsterdam), Germany and UK, our corporate clients business (mainly mid-market) offers advice and debt, mezzanine and equity financing solutions to entrepreneurs across select sectors and sub-sectors in which we have strong expertise and market positions. The mid-market is dynamic by nature and requires a bank that can respond quickly and in a highly flexible way. Our aim is to meet the market's requirements at decisive moments such as mergers and acquisitions, management buy-outs, investments and strategic financings and re-financings.

For more information, please refer to the NIBC website www.nibc.com.

About Blackstone

Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $584 billion in assets under management as of September 30, 2020 include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis.

Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

Disclaimer

Restrictions

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, NIBC, the Offeror and Blackstone disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither NIBC, nor the Offeror nor Blackstone, nor any of their advisers, assumes any responsibility for any violation of any of these restrictions. Any NIBC shareholder who is in any doubt as to his or her position should consult an appropriate professional adviser without delay. This announcement is not to be published or distributed in or to Japan or any other jurisdiction in which such publication or distribution would be unlawful.

The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of NIBC in any jurisdiction.

Forward looking statements

Certain statements in this press release may be considered "forward-looking statements", such as statements relating to the impact of this Transaction on NIBC, the Offeror and Blackstone and the targeted timeline for the Transaction. Forward-looking statements include those preceded by, followed by or that include the words "anticipated," "expected" or similar expressions. These forward-looking statements speak only as of the date of this release. Although NIBC, the Offeror and Blackstone believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror's ability to successfully operate NIBC without disruption to its other business activities, the Offeror's ability to achieve the anticipated results from the acquisition of NIBC, the effects of competition, economic conditions in the global markets in which NIBC operate, and other factors that can be found in NIBC's, the Offeror's and/or Blackstone's press releases and public filings.

Neither NIBC, nor the Offeror nor Blackstone, nor any of their advisers, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of NIBC, the Offeror and Blackstone expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

***

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January 21, 2021 02:00 ET (07:00 GMT)