PRESS RELEASE NIBC AND BLACKSTONE
This is a joint press release by NIBC Holding N.V. ("NIBC", the "Company") and Flora Acquisition B.V.
(the "Offeror"), an entity incorporated under Dutch law, owned by certain funds (the "Blackstone Funds") managed and/or advised by Blackstone's Tactical Opportunities and Private Equity businesses and other managers affiliated with The Blackstone Group Inc. (each or together, as the context requires, "Blackstone"), pursuant to the provisions of Section 16 paragraph 1 and 2 and Section 17 paragraph 1 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) (the "Decree") in connection with the recommended public offer (the "Offer" and together with the transactions contemplated in connection therewith, the "Transaction") by the Offeror for all the issued and outstanding ordinary shares in the capital of NIBC (the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum ("Offer Memorandum") approved by the Netherlands Authority for Financial Markets (Stichting Autoriteit Financiele Markten, the "AFM"), which has been published on 7 August 2020, and subject to the restrictions set forth therein. Terms not defined in this press release will have the meaning given thereto in the Offer Memorandum. With reference to the joint press releases by NIBC and the Offeror dated 25 February 2020 and 7 August 2020, the Offer is subject to the satisfaction or waiver of the Offer Conditions, all in accordance with the terms of the merger protocol between NIBC and the Offeror as amended on 10 July 2020 and the Offer Memorandum. Reference is also made to the joint press release by NIBC and the Offeror dated 6 October 2020 regarding the extension of the Acceptance Period, the joint press release by NIBC and the Offeror dated 18 December 2020 regarding obtaining Regulatory Clearances and the joint press release by NIBC and the Offeror dated 21 December 2020 regarding the acceptance percentage. The offer price of EUR 7.00 per Share (the "Offer Price") is "cum dividend", with the exception of the final dividend of EUR 0.53 per Share for the financial year 2019, which has already been declared (the "2019 Final Dividend"). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.