ING Group Announces Increase to Previously Announced Secondary Offering
ING Canada Public Float to increase as ING Group to sell its entire ownership interest in ING Canada
Canada's largest provider of auto, home and business insurance to be Canadian controlled
ING Canada Inc. (TSX:IIC) announced today that ING Insurance International B.V. (the "Selling Shareholder"), a wholly-owned, indirect subsidiary of ING Groep N.V., ("ING Group") has agreed to sell approximately $905 million of its IIC common shares to certain institutional investors on a private placement basis (the "Private Placement") and separately intends to sell approximately $900 million in a previously announced "bought deal" (the "Public Offering"). Additionally, ING Group has entered into a new agreement to sell an additional approximately $223 million of its IIC common shares (the "Additional Offering") to bring the total size of the Public Offering and the Additional Offering (collectively the "Secondary Offering") to approximately $1,123 million at a price of $26.35 per share. IIC intends to file a preliminary short form prospectus (the "Prospectus") in relation to the Secondary Offering.
Pursuant to the Public Offering, the Selling Shareholder had also granted to the Underwriters an over-allotment option to purchase up to an additional 5,124,000 common shares at the offering price within 30 days from the date of the closing of the Secondary Offering solely to cover over-allotments, if any, and for market stabilization purposes. The Underwriters have provided notice to ING Group that they will exercise the over-allotment option in full at the time of closing.
The Secondary Offering will be led by CIBC World Markets Inc. and TD Securities Inc., and will include a syndicate of underwriters (the "Underwriters"). CIBC World Markets Inc. and Goldman, Sachs & Co. have acted as agents in connection with the Private Placement. The $25.00 per share price at which the Selling Shareholder will sell such common shares pursuant to the Private Placement was determined by negotiation between the Selling Shareholder and the Private Placement purchasers.
The Secondary Offering and Private Placement are anticipated to close concurrently on or about February 19, 2009 and are conditional on (among other things) each other. Upon the completion of the above transaction, ING Canada anticipates that the Selling Shareholder will no longer own any shares of ING Canada. ING Canada will not receive any of the proceeds from the sale of the common shares by the Selling Shareholder.
These transactions will not affect ING Group's current ownership of ING Bank of Canada, known as ING DIRECT, which is a separate and distinct company from ING Canada.
The common shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such common shares in the United States or in any other jurisdiction where such offer is unlawful.
For more information, please contact
ING Canada Inc
Vice President – Corporate Communications
ING Canada Inc.
Vice President, Investor Relations
416 344 8044
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