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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.
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