PUBLIC NOTICE INVITING EXPRESSIONS OF INTEREST
SNS REAAL N.V. (‘SR’) intends to sell its wholly owned subsidiary REAAL N.V. (trade name VIVAT Verzekeringen)
with registered seat in Utrecht, the Netherlands (‘REAAL’) in an open and transparent controlled auction process.The auction process is part
of the restructuring plan of the Dutch State relating to SR, which was approved by
the European Commission on 19 December 2013.
REAAL is the holding company of various insurers active in the life and non-life insurance
business mainly in the Netherlands. REAAL holds strong market positions in the Netherlands
(including a third place ranking in the Life insurance business) and owns well-recognised
brands, in particular Reaal and Zwitserleven. REAAL benefits from access to its network
of intermediaries and direct distribution channels. The transaction also includes
the asset manager of REAAL, SNS Asset Management N.V. (recently renamed ACTIAM N.V.),
which is an established manager of investment funds in the Netherlands.
SR's objective is to sell REAAL in its entirety. Consequently, SR intends to pursue
a transaction where REAAL is sold to a single buyer or to a consortium of buyers acting
as such. The aim of the divestment is to achieve the highest value for REAAL and to
execute a satisfactory transaction expeditiously, with the least execution risk and
disruption to the business, taking into account the interests of all stakeholders
involved.
Interested parties may submit an expression of interest and request initial information
on REAAL. Expressions of interest must be submitted in English and must contain the
interested party's name, address, the names of the relevant contact persons and the
names of any mandated advisor. If an expression of interest is submitted on behalf
of a consortium of bidders, the information mentioned above must be provided in respect
of each member of the consortium.
The controlled auction process consists of two phases. In the first phase all interested
parties admitted to the auction process will receive further information regarding
the auction process and a confidential information memorandum, subject to the execution
of a confidentiality agreement. The interested parties will be requested to submit
a non-binding offer on the basis of these documents. In the second phase selected
interested parties will be requested to submit a binding offer. To that end these
parties will be given the opportunity to conduct a due diligence review of REAAL.
SR reserves the right to limit the number of parties invited to participate in the
controlled auction process and/or to discontinue the process at any time.
ABN AMRO Bank N.V. and J.P. Morgan Limited are jointly acting as exclusive financial
advisors to SR in the controlled auction process. Expressions of interest for participation
in the process are solely to be submitted to ABN AMRO Bank N.V. and J.P. Morgan Limited
in writing no later than 18 August 2014 at 24.00 CET at the following addresses:
ABN AMRO:
Attention: Mr C.T.M. Spaan
Gustav Mahlerlaan 10
P.O. Box 283 (HQ4035)
1000 EA Amsterdam, the Netherlands
J.P. Morgan:
Attention: Mr O. van Tuijl
25 Bank Street
E14 5JP London, United Kingdom