ageas SA/NV (ENXTBR:AGS) made an offer to acquire Direct Line Insurance Group plc (LSE:DLG) for approximately £3 billion on January 19, 2024. Under the terms of Ageas' Possible Offer, Direct Line shareholders would receive £1 in cash and one new Ageas share for every 25.24047 Direct Line Group shares. As of February 29, 2024, the Board considered the Proposal with its advisers and considered it to be uncertain, unattractive, and that it significantly undervalued Direct Line Group and its future prospects while also being highly opportunistic in nature. Accordingly, the Board unanimously rejected the Proposal. As of March 13, 2024, Ageas SA/NV submitted an improved possible offer to the Board of Directors of Direct Line to acquire the entire issued and to be issued share capital of Direct Line. Under the terms of Ageas' Improved Possible Offer, Direct Line shareholders would receive: (i) £1.20 in cash for each Direct Line share; and (ii) One newly issued Ageas share for every 28.41107 Direct Line shares. The Improved Possible Offer has an implied value of £2.39 per Direct Line share, representing a significant premium of 46% to 163.35 pence, being the undisturbed closing share price per Direct Line share on the business day prior to the announcement of the Initial Possible Offer. The Improved Possible Offer values the entire issued and to be issued ordinary share capital of Direct Line at approximately £3.171 million. The cash component of the consideration and associated transaction costs will ultimately be financed through a mix of existing cash and newly issued debt instruments. The share consideration is intended to be satisfied via newly issued Ageas shares.

The transaction remains subject to the satisfaction or waiver by Ageas of a number of pre-conditions, including, among others, completion of satisfactory due diligence by Ageas and reciprocal due diligence by Direct Line, receipt of irrevocable undertakings from each member of the Direct Line Board of Directors who holds Direct Line shares and Direct Line shareholders to vote in favor of the Improved Possible Offer, agreement of the detailed terms of the Improved Possible Offer and the unanimous and unqualified recommendation of the Board of Direct Line. Ageas reserves the right to waive in whole or in part any pre-conditions.

Jonathan Alpert, Geoff Iles, Marcus Jackson, Benjamin Ries and Sid Rishi of Merrill Lynch International acted as a financial advisor, Linklaters LLP acted as a legal advisor to ageas. Mark Sorrell, Charlie Lytle and Ashish Pokharna of Goldman Sachs International; Ben Grindley, Laurence Hopkins and Melissa Godoy of Morgan Stanley & Co. International plc, Oliver Hearsey, Elliot Thomas and Ezzedine Ben Frej of RBC Europe Limited acted as financial advisors to Direct line. Marie-Soazic Geffroy, Hubert Vannier, Derek Shakespeare, Inigo de Areilza, Charles Farquhar of Deutsche Bank AG, London Branch is acting as a financial adviser to Ageas. Simon Robey of Robey Warshaw LLP and Chetan Singh and James Robinson of J.P. Morgan Securities plc acted as financial advisor to Direct Line Insurance Group.

ageas SA/NV (ENXTBR:AGS) cancelled the acquisition of Direct Line Insurance Group plc (LSE:DLG) on March 13, 2024. Direct Line Insurance Board considered the Latest Proposal with its advisers and continues to believe the Latest Proposal is uncertain, unattractive, and that it significantly undervalues Direct Line Group and its future prospects while also being highly opportunistic in nature. Accordingly, the Board unanimously rejected the Latest Proposal. Direct Line Group shareholders are advised to take no action. As of March 22, 2024, Ageas SA announced that it will not make an offer for Direct Line after both of its previous offers rejected.