Bancherul - BANCI / ENGLISH / ING DIRECT to make public takeover bid for Germany's largest mortgage distributor Interhyp

ING DIRECT N.V. announced today its plan to launch a public tender offer for Interhyp AG, Germany’s largest independent residential mortgage distributor, at EUR 64 per share, valuing the company at EUR 416 million. The founders and co-CEOs Robert Haselsteiner and Marcus Wolsdorf have irrevocably committed to tender their approximate 32% stake of Interhyp.

ING DIRECT intends to launch its public offer in June, which will last for at least four weeks. Consequently, Interhyp shareholders will still be entitled to the dividend of Interhyp AG for the fiscal year 2007 in the amount of EUR 2.10 per share, plus an additional one time payment of EUR 2.00 per share, to be distributed after the general shareholder’s meeting held on 4 June 2008.

Including these dividends, ING DIRECT’s offer implies a premium to Friday’s closing share price of 42%.

Dick Harryvan, ING Group Executive Board member and CEO of ING DIRECT said: "This acquisition is in line with ING DIRECT’s strategy to strengthen and expand its range of simple products in savings, mortgages, payment accounts and investment services. Interhyp is ING DIRECT’s biggest mortgage distributor for Germany. Interhyp’s business model and sophisticated technology platform offer a large potential for enhancing ING’s distribution platforms in Europe."

Since its foundation in 1999, Interhyp offers residential mortgages from over 50 banks, mostly via the direct (internet and telephone-based) channel. With more than 38, 000 closed mortgages and a distributed mortgage volume of EUR 5.7bn in 2007, it is by far the largest independent residential mortgage distributor in Germany.

The core of Interhyp’s success is its open product platform, which aims to offer each customer the best solution, in full independence. ING DIRECT plans to keep Interhyp’s successful open-architecture business model and strong brand, accelerate the company’s continued growth and contribute to international expansion. Interhyp’s headquarters will remain in Munich and founders Robert Haselsteiner and Marcus Wolsdorf will continue in their positions as co-CEOs.

Based on the offer price, this transaction is expected to be EPS accretive in 2009. The acquisition of 100% of Interhyp would reduce ING Group’s spare leverage by approximately EUR 400 million.

This transaction is subject to approval by the relevant authorities and is expected to close in the third quarter 2008.