Transamerica's Owner Is Moving to the U.S. — WSJ

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

1.         KEY INFORMATION

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

• Class of relevant security in relation to which subscription right exists:

• Details, including nature of the rights concerned and relevant percentages:

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(b)        Cash-settled derivative transactions

• Class of relevant security

• Product description

  e.g. CFD

• Nature of dealing

  e.g. opening/closing a long/short position, increasing/reducing a long/short position

• Number of reference securities

• Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

• Class of relevant security

• Product description e.g. call option

• Writing, purchasing, selling, varying etc.

• Number of securities to which option relates

• Exercise price per unit

• Type

  e.g. American, European etc.

• Expiry date

• Option money paid/ received per unit

(ii)        Exercise

• Class of relevant security

• Product description

  e.g. call option

• Exercising/ exercised against

• Number of securities

• Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

• Class of relevant security

• Nature of dealing

  e.g. subscription, conversion

• Details

• Price per unit (if applicable)

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

• Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

  Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state "none"

• None

(b)        Agreements, arrangements or understandings relating to options or derivatives

• Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

  (i)  the voting rights of any relevant securities under any option; or

  (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

  If there are no such agreements, arrangements or understandings, state "none"

• None

(c)        Attachments

• Is a Supplemental Form 8 (Open Positions) attached?

• NO

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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Aegon's new financial targets fall short of market expectations, UBS analysts write in a note. The Dutch insurer and asset manager's operating capital generation and free cash flow forecasts are mid-to-high-single-digits below consensus, they say. Capital returns also appear to be weaker, and a 400 million-euro share buyback planned for 2026 is below the 700 million euros implied by consensus, they add. Shares are down 7.8% at 6.35 euros.( najat.kantouar@wsj.com)

Aegon's decision to move to the U.S. comes as no surprise, JP Morgan analysts say after the Dutch insurer and asset manager confirmed its relocation plans. The company might also evaluate elements of its international business, as it is conducting a strategic review of its U.K. unit, which includes potential divestment, the analysts write in a note. Meanwhile, the company's 400 million-euro share buyback plan for 2026 is disappointing, they say. Shares are down 8% at 6.33 euros. (najat.kantouar@wsj.com)

By Steve Goldstein

Aegon to move to the U.S. East Coast

Aegon is moving to the U.S., but not San Francisco, home to the Transamerica Pyramid skyscraper.

The insurer Aegon on Wednesday said it's relocating its headquarters from the Netherlands to the U.S. and renaming itself Transamerica, as part of its ambition to become a leading U.S. life insurance and retirement company.

It didn't identify which city it will locate its headquarters in, but it won't be San Francisco despite the skyscraper there that bears Transamerica's name. Instead, it'll be "somewhere on the East Coast," while Delaware will be the legal domicile.

The decision, announced at a London capital markets event, will need shareholder approval, and Aegon is planning a vote for the fourth quarter of next year. Vereniging Aegon, Aegon's largest shareholder with a 17% stake according to FactSet, "considers the decision to relocate Aegon Ltd. to the U.S. an important and positive step for Aegon" though it will still review any proposals.

Transamerica already represents about 70% of its operations. The insurer said it will start reporting its results under U.S. GAAP, rather than international, accounting rules starting in 2027. It already has stock market listings on the New York Stock Exchange and Euronext, but it will make the NYSE the primary one in a bid to get included in U.S.-focused indices.

The relocation in total will cost EUR350 million before tax, spread between 2025 and 2028.

Aegon also said it may sell its U.K. arm, announced a EUR400 million stock buyback and a $10 billion reinsurance transaction.

The stock (NL:AGN) (AEG) dived 8% in Amsterdam trade, with investors focusing on the company's capital generation and free cash flow targets, which were about 5% to 8% below expectations according to UBS calculations.

-Steve Goldstein

This content was created by MarketWatch, which is operated by Dow Jones & Co. MarketWatch is published independently from Dow Jones Newswires and The Wall Street Journal.

By Najat Kantouar

Aegon shares fell after the Dutch insurer and asset manager outlined plans to relocate its business to the U.S. and rebrand as Transamerica Inc., a move that could affect its Netherlands-based workforce.

In European morning trading, shares were down 53 European cents, or 7.6%, at 6.36 Euros. Year to date, shares have risen 11%.

The move across the Atlantic reflects the company's ambition to become a leading U.S. life insurance and retirement group, Aegon said in an update Wednesday. The transition is expected to be completed by Jan. 1, 2028.

The relocation will ultimately have a significant impact on the company's workforce at its head office in the Netherlands, Chief Executive Lard Friese said.

"While this was not an easy decision to make, it fully embraces the reality of our business and prioritizes resources to build a leading franchise in the U.S.," Friese said.

The company might look at divesting its U.K. business as part of its shift to focusing on its American operations, it said.

Berenberg analyst Michael Huttner noted in August that Aegon's strong U.S. growth might be prompting management to consider shifting the company's headquarters from the Netherlands to the U.S.

The company earlier this year reported a 19% increase in first-half operating profit, driven largely by the performance of its Aegon Americas division.

Aegon said it expects a one-time implementation cost of around 350 million euros ($406.9 million) between the second half of 2025 and the first half of 2028.

After the relocation, Transamerica's common stock will remain listed on Euronext and NYSE, it added.

Meanwhile, the company outlined new financial targets, including dividend growth over the transition period of more than 5% a year from around 40 European cents a share for the current year.

Aegon will buy back shares worth 400 million euros in a program to be split between the first and second halves of next year. Total shareholder returns should reach 1 billion euros by the end of 2026, it said.

The company also plans to reinsure a block of its life-insurance policies, a move it said will decrease the total capital used by $300 million to $2.7 billion. The transaction is expected to hurt the company's risk-based capital ratio, which will be offset by a capital investment of $800 million into Transamerica, it added.

Write to Najat Kantouar at najat.kantouar@wsj.com