a.s.r. and Aegon Nederland to create a leader in Dutch insurance

Today, ASR Nederland N.V. (“a.s.r.” or the “Company”) announces that it has reached a conditional agreement on a business combination with Aegon N.V. (“Aegon”), to create a leading insurer in the Netherlands (the “Transaction”). The Transaction covers all insurance activities, including the mortgage-origination and servicing operations, the distribution and services entities and the banking business of Aegon Nederland N.V. (“Aegon Nederland”).

A compelling in-market consolidation opportunity

• Compelling in-market consolidation, reinforcing a.s.r.’s position as a leading insurer in the Netherlands, strengthening its leadership positions in profitable and growing market segments.
• The combination of a.s.r. and Aegon Nederland will create sustainable value for all stakeholders, with strong capabilities to enhance the customer proposition of both insurers in the Netherlands.
• Combining the businesses offers an attractive and unique opportunity to capture potential run-rate cost synergies of approximately € 185 million pre-tax (per annum), expected to be achieved three years after closing.
• The business combination is expected to accelerate the implementation of a Solvency II partial internal model[1] (“PIM”) on a.s.r.’s businesses, allowing for further capital synergies, reducing the amount of invested capital and further enhancing the return on invested capital.

Financial discipline underpinning sustainable value creation

• The business combination includes all insurance activities (Life, Pensions and Non-life), the mortgage-origination and servicing operations, the distribution and services entities and the banking business of Aegon Nederland.
• Total consideration amounts to € 4.9 billion and comprises of i) newly issued ordinary shares to Aegon (29.99% interest in a.s.r. post Transaction[2]) and ii) a cash consideration of € 2.5 billion which is expected to be funded through existing surplus capital, and the potential issuance of various instruments which may include Solvency II compliant debt instruments and/or new shares within the existing authorisation, subject to market conditions. A fully underwritten bridge facility is provided by UBS.
• Organic Capital Creation (“OCC”) of the combination expected to amount to approximately € 1.3 billion by 2025[3], of which approximately € 600 million from the acquired Aegon businesses, unlevered and including synergies, delivering OCC accretion per share.
• Dividend step-up of 12% to € 2.70 per share for FY22, and mid-to-high single digit dividend growth per annum until 2025. a.s.r.’s share buy-back program is halted.
• Total invested capital amounts to approximately € 4.3 billion, delivering expected returns post integration in excess of our hurdle rate of 12% for M&A.
• a.s.r. expects to maintain a sustainable and robust capital structure post Transaction, Solvency II ratio expected to exceed 190% after financing and synergies. Strong pro-forma Solvency II balance sheet with ample room for hybrid financing expected post-Closing.

Drawing upon our proven integration capabilities

• a.s.r. will be the main brand, while leveraging the strong brand of Aegon Nederland in Mortgages and Pensions for a period of three years.
• The headquarters of the business combination will be in Utrecht.
• a.s.r. is confident in the successful execution of its integration plan, drawing upon its extensive experience and proven integration capabilities.

Governance

• The a.s.r. Executive Board and Supervisory Board unanimously support the Transaction.
• a.s.r.’s Executive Board will remain unchanged with existing responsibilities, CEO term extended up to annual general meeting of 2026, to oversee the integration. a.s.r.’s Supervisory Board will be expanded post Transaction.

Jos Baeten, CEO and Chairman of the Executive Board of a.s.r.: ‘We are excited to announce that a.s.r. and Aegon, two renowned Dutch companies deeply rooted in Dutch society with strong brands, will combine to create a strong and sustainable insurance leader in the Netherlands. Combining Aegon Nederland’s business on our platform will reinforce our strengths in the Dutch market, significantly enhance our strategic positioning across both Life and Non-Life and improve our distribution and services capabilities.

The combined business will be well placed to successfully leverage the expertise and scale of both companies to drive operational excellence and to capture the opportunities that are emerging in growing market segments, such as Pension DC and Disability. Given the joint strength of both companies in the Dutch market, the enlarged a.s.r. will prove to be a good home for all customers of Aegon Nederland.

We will continue to pursue profitable, long-term growth. As one of the leading insurers in sustainability, we remain committed to value creation for all our stakeholders: our customers, our employees, our shareholders, our investors and society at large.

I am confident that we will successfully leverage our proven integration capabilities to the benefit of all our stakeholders. We look forward to welcoming all employees and customers of Aegon Nederland in the near future.’

Lard Friese, CEO and Chairman of the Executive Board of Aegon: ‘Aegon and a.s.r. share a rich Dutch heritage during which we both have built great, strong businesses. The combining of our companies creates a leader in the Dutch insurance market that will deliver added value to our joint customers and employees. This gives me confidence in a prosperous shared future in the Netherlands where we will remain involved as shareholder, while Aegon is able to accelerate its ambition to create leading businesses outside the Netherlands.’

Customers

The combination of a.s.r. and Aegon Nederland will create a strong and sustainable leader in Dutch insurance. Customers will benefit from a broader product offering, enhanced distribution and richer digital services. a.s.r. and Aegon Nederland will take great care in looking after the interests of their policyholders and aim to deliver excellence in servicing their customers.

Employees

a.s.r. endeavours to provide sustainable employment for all of its employees. The new combination offers new career opportunities and professional development and will enrich its talent pool. The labour market is relatively tight and a.s.r. has a considerable number of vacancies which could potentially be filled with the additional workforce from Aegon Nederland. Through natural attrition and the filling of vacancies by internal candidates, a.s.r. will make every effort in the coming years to retain employees and limit the loss of jobs due to the integration. The integration will take account of our responsibility towards the employees of both businesses that have made them so successful.

Process and conditions

The Transaction is subject to approval by the shareholders of both a.s.r. and Aegon; both companies will invite shareholders to an extraordinary general meeting on Wednesday, 18 January 2023 (the “EGM”). The a.s.r. Executive Board and Supervisory Board unanimously support the Transaction. Accordingly, the a.s.r. boards recommend that the shareholders of a.s.r. vote in favour of the resolutions related to the Transaction at the EGM.

a.s.r.’s works council has issued a positive advice on the Transaction. The Transaction is further subject to positive advice from Aegon's central works council. The Transaction is subject to the approvals by the Dutch Central Bank, the European Central Bank and the Dutch Authority for Consumers and Markets, which are expected at the earliest on 1 July 2023. The Transaction is currently expected to close at the earliest on 1 July 2023 (“Closing”). Aegon and a.s.r. will closely cooperate in respect of satisfying all conditions to Closing.

For more information, please be referred to the investor presentation as available on a.s.r.’s website where the investor presentation is available.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in any jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made solely in accordance with applicable law. Any securities offered by the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act.

[1] Subject to regulatory approval.
[2] The value of the 29.99% equity interest (shares to be issued) is based on the closing price of the a.s.r. ordinary shares on 26 October 2022 equating to 57,427,564 ordinary shares (based on 134,118,564 outstanding ordinary shares (excluding treasury shares) on that date). Should a.s.r. decide to use its existing authorization to issue additional ordinary shares, the number of outstanding shares might increase up to approximately 211 million, which will include up to approximately 5.9 million shares issued to Aegon following an adjustment mechanism. Pursuant to this adjustment mechanism the cash component would be reduced accordingly.
[3] Assumes closing of the Transaction at the earliest on 1 July 2023.