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

• 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) 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, 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.

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.’

Corporate governance

Upon the successful Closing of the Transaction, the a.s.r. Supervisory Board will be expanded. In connection with the Transaction, a.s.r. and Aegon will enter into a relationship agreement, providing for, among other things, arrangements with respect to a.s.r.’s governance post Transaction.

As part thereof, Aegon will have the right to nominate two additional members to a.s.r.’s Supervisory Board, of which one (i) shall be female and qualify as independent from Aegon and a.s.r. and (ii) the other shall be the CEO or CFO of Aegon. The two nominees are Mr Lard Friese, CEO of Aegon N.V. and Mrs Daniëlle Jansen Heijtmajer. The conditional appointment of these two Aegon nominees to the a.s.r. Supervisory Board shall be submitted to the EGM.

The duration of their appointment to the a.s.r. Supervisory Board is linked to Aegon’s continued shareholding in a.s.r. The non-independent member has an affirmative vote within a.s.r.’s Supervisory Board on certain topics, in line with the size of Aegon’s shareholding. Once Aegon’s shareholding no longer exceeds 20%, but remains above 10% of the ordinary shares in the capital of a.s.r., the independent Aegon nominee will resign and Aegon continues to have the right to nominate one member for the a.s.r. Supervisory Board, being the CEO or CFO of Aegon. Aegon shall no longer have the right to nominate any a.s.r. Supervisory Board member once its shareholding in a.s.r. no longer exceeds this 10% threshold. In any event, these nomination rights expire once a period of five years since the Closing has passed.

The composition of the a.s.r. Executive Board will remain unchanged post Transaction, with existing responsibilities maintained. As part of the Transaction, Jos Baeten’s term will be extended until the AGM of 2026 to oversee the integration. Jos Baeten has been chair of the Executive Board of a.s.r. since January 2009. His current term of office ends at the AGM to be held in May 2024. The reappointment of Jos Baeten will be submitted for discussion at the EGM. The convocation for the EGM will be published ultimately by Thursday, 24 November 2022.