Delta Lloyd / NN Group: Deal Disruption from Fubon and Highfields?

CEO, Manalo LLP

Roderick Manlo

Manalo LLP

We provide event driven research services to hedge fund managers and institutional investors that cover select definitive and pre-announced M&A deals, focusing on identifying and analysing the key upside and downside risks to a particular transaction. We primarily analyse $billion+ takeovers or mergers of publicly-traded European targets, but also look at deals globally to assess when there is a key European angle or aspect that can influence the deal outcome.

With over 16 years’ experience in risk arbitrage and investment banking, we specialise in providing research and advisory services on all facets of risk arbitrage, with particular expertise in:

- Cross-Border M&A
- Hostile Takeovers
- Local Takeover Codes
- Antitrust & Competition
- Financial Valuation
- Shareholder Vote Analysis
- Impacts of Precedent Transactions
- Risk Arbitrage Trading Strategies

Event-Driven

<p>The latest development in Delta Lloyd / NN Group was that on 8-Mar-17, the Dutch antitrust regulator, the Netherlands Authority for Consumers and Markets (ACM), filed an Article 9 request to review the takeover. If granted a full referral, the ACM will be the sole jurisdiction to assess the antitrust risks of the merger. This action from a member state is not uncommon in Europe as national regulators often feel that they are the best equipped to review select situations. The Dutch regulator has been cited as saying, with regards to the Delta Lloyd / NN deal, that <em>“the ACM has in-house knowledge and experience in the area of financial services and can properly review the takeover”.</em> While the ACM might have legitimate in-depth knowledge of the Dutch insurance market, Delta Lloyd and NN Group, the EC legislation states that, pursuant to Article 9(2) of the EC Competition Handbook, referral to a member state can only be fulfilled if either of the following is satisfied: </p><ol><li>a concentration threatens to affect significantly competition in a market within that Member State, which presents all the characteristics of a distinct market, or</li><li>a concentration affects competition in a market within that Member State, which presents all the characteristics of a distinct market and which does not constitute a substantial part of the common market.</li></ol>

The latest development in Delta Lloyd / NN Group was that on 8-Mar-17, the Dutch antitrust regulator, the Netherlands Authority for Consumers and Markets (ACM), filed an Article 9 request to review the takeover. If granted a full referral, the ACM will be the sole jurisdiction to assess the antitrust risks of the merger. This action from a member state is not uncommon in Europe as national regulators often feel that they are the best equipped to review select situations. The Dutch regulator has been cited as saying, with regards to the Delta Lloyd / NN deal, that “the ACM has in-house knowledge and experience in the area of financial services and can properly review the takeover”. While the ACM might have legitimate in-depth knowledge of the Dutch insurance market, Delta Lloyd and NN Group, the EC legislation states that, pursuant to Article 9(2) of the EC Competition Handbook, referral to a member state can only be fulfilled if either of the following is satisfied: a concentration threatens to affect significantly competition in a market within that Member State, which presents all the characteristics of a distinct market, ora concentration affects competition in a market within that Member State, which presents all the characteristics of a distinct market and which does not constitute a substantial part of the common market.

Delta Lloyd /​ NN Group: Antitrust Analysis; Dutch Referral Request

Delta Lloyd NV

Delta Lloyd / NN Group: Antitrust Analysis; Dutch Referral Request

Delta Lloyd NV

Delta Lloyd /​ NN Group: Antitrust Analysis; Dutch Referral Request

Delta Lloyd / NN Group: Antitrust Analysis; Dutch Referral Request