ING Bank N.V. Announces Purchase Price For The Cash Tender Offer For US Dollar Denominated Notes Guaranteed By The State Of The
ING Bank N.V. Announces Purchase Price For The Cash Tender Offer For US Dollar Denominated Notes Guaranteed By The State Of The Netherlands PR Newswire AMSTERDAM, June 28, 2013 AMSTERDAM, June 28, 2013 /PRNewswire/ -- On June 19, 2013, ING Bank N.V. (the "Company") announced its invitation to Holders of the outstanding Notes listed in the table below (the "Notes"), upon the terms and subject to the conditions set forth in the offer to purchase dated June 19, 2013 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and in the accompanying letter of transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal"), to tender any and all of the outstanding Notes (such invitation to tender, the "Offer"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase. The Company will pay a purchase price (the "Purchase Price") per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase for the Notes (before accrued interest) of $1,026.66. In addition to the Purchase Price, the Company will also pay any accrued and unpaid interest on each of the Notes purchased pursuant to the Offer up to, but not including, the Settlement Date, which is expected to be July 2, 2013. The Purchase Price was determined by reference to the bid-side yield to maturity of the 0.25% U.S. Treasury Securities due March 31, 2014, calculated by ING Financial Markets LLC and J.P. Morgan Securities LLC, as Joint Dealer Managers, at 11:00 a.m., New York City time, today, June 28, 2013. The following table summarizes the material pricing terms of the Offer: Reference Bloomberg ISINs CUSIP Title of Security Principal Amount U.S. Reference Fixed Purchase Number Outstanding Treasury Page Spread Price Security 45324QAC0 U.S.$2,250,000,000 US45324QAC06 (Rule 144A) 3.90% Fixed Rate 0.25% (Rule 144A) / / Notes due March U.S. 0 USN31288AC28 19, 2014 issued by U.S.$2,250,000,000 Treasury FIT3 basis U.S.$1,026.66 (Regulation N31288AC2 ING Bank N.V. and due March points S) (Regulation guaranteed by the 31, 2014 S) State of The Netherlands The Offer will expire at 5:00 p.m., New York City time, today, June 28, 2013, unless extended or earlier terminated by the Company (such date and time, as the same may be extended or terminated in respect of the Offer, the "Expiration Time and Date"). Any Notes previously tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time and Date. The Offer is conditioned upon satisfaction of General Conditions set forth in the Offer to Purchase. In order to participate in the Offer, Holders must validly tender and not validly withdraw Notes by submitting, or arranging to have submitted on their behalf, a valid tender instruction that is received by the Tender Agent prior to the Expiration Time and Date. See the Offer to Purchase for details on submitting a tender instruction. Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer. ING Financial Markets LLC and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and D.F. King & Co., Inc. is acting as Tender and Information Agent. The Dealer Managers for the Offer are: Any questions regarding the terms of the Offer should be directed to the Dealer Managers. ING In the United States: ING Financial Markets LLC 1325 Avenue of the Americas New York, New York 10019 Collect: +1 646 424 6105 Outside the United States: ING Bank N.V. Bijlmerplein 888 1102 MG Amsterdam The Netherlands J.P. Morgan In the United States: J.P. Morgan Securities LLC 383 Madison Avenue; 3rd Floor New York, New York 10179 Toll Free: +1 866 834 4666 Collect: +1 212 834 4394 Attention: Liability Management Group Outside the United States: J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom The Tender Agent for the Offer is: D.F. King & Co., Inc. By Facsimile: (For Eligible Institutions only) Attn: Elton Bagley +1 212 709 3328 Confirmation: +1 212 493 6996 By Mail, Overnight Courier and Hand: 48 Wall Street, 22^nd Floor New York, NY 10005 Attn: Elton Bagley The Information Agent for the Offer is: Any questions regarding procedures for tendering Notes or requests for copies of the Offer to Purchase should be directed to the Information Agent. D.F. King & Co., Inc. 48 Wall Street, 22^nd Floor New York, NY 10005 Attn: Elton Bagley Banks and Brokers Call: +1 212 269 5550 All Others Call Toll Free: +1 800 735 3591 This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for purchase pursuant to the Offer. None of the Dealer Managers, the Tender and Information Agent or the Company makes any recommendation as to whether Holders should offer Notes for purchase or exchange pursuant to the Offer. Offer Restrictions The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Tender and Information Agent to inform themselves of and to observe any such restrictions. Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of the Company, the Dealer Managers or the Tender and Information Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction. United Kingdom The communication of this announcement and the Offer to Purchase by the Company and any other documents or materials relating to the Offer to Purchase is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to (i) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")), (ii) persons falling within Article 43(2) of the Order, or (iii) any other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement or the Offer to Purchase or materials or any of their content. Italy None of the Offer to Purchase or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of Notes that are resident or located in Italy can tender Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in according with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority. Belgium Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorite des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. The Offer may not be advertised and the Offer will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offer (including the Letter of Transmittal and any memorandum, information circular, brochure or similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium. France The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement nor the Offer to Purchase nor any other documents or offering materials relating to the Offer, have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monetaire et financier, are eligible to participate in the Offer. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer have not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorite des marches financiers. General Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell the Notes, and Notes tendered will not be accepted from holders of Notes, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, the Offer shall be deemed to be made by the Dealer Manager or such affiliates on behalf of the Company. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. SOURCE ING Bank N.V.