Joint statement re potential cash acquisition of Virgin Money UK PLC by Nationwide Building Society
The boards of directors of Nationwide Building Society and Virgin Money UK PLC are pleased to announce that they have reached preliminary agreement on the key terms of a potential cash acquisition of Virgin Money by Nationwide, under which Virgin Money ordinary shareholders and CHESS Depositary Interests holders would be entitled to receive a total value of 220 pence in cash for each Virgin Money ordinary share (including those represented by CDIs) comprising:
- 218 pence per Virgin Money Share in cash consideration; and
- a proposed dividend of 2 pence per Virgin Money Share, to be paid (subject to the approval of the Virgin Money Board) as part of Virgin Money’s ordinary course FY2024 dividend calendar or, if earlier, shortly prior to completion of the Potential Acquisition.
In addition to the total value of 220 pence per Virgin Money Share, eligible Virgin Money Shareholders would continue to be entitled to receive and retain the final dividend of 2 pence per Virgin Money Share in respect of FY2023, which will be paid on 20 March 2024.
The total value of 220 pence per Virgin Money Share (excluding the Final Dividend) represents a premium of 38% to Virgin Money’s undisturbed share price as of 6 March 2024, and a 40% premium to the volume-weighted average price for the 3 month period ending 6 March 2024. The total value of 220 pence per Virgin Money Share values the entire issued share capital of Virgin Money at approximately £2.9 billion.
Chairman of Virgin Money UK PLC, David Bennett commented: “The Board of Virgin Money is pleased that Nationwide recognises the considerable strengths and opportunities that exist across our business, with the potential acquisition delivering attractive value for our shareholders. We are confident that a combination would support an exciting new chapter for Virgin Money to benefit from Nationwide’s scale and ambition.”
Chief executive officer of Virgin Money UK PLC, David Duffy commented: “This potential transaction with Nationwide represents an exciting opportunity to build on the significant progress we have made in becoming the only new Tier 1 bank in recent history. The combined scale and strength would expand our customer offering and complete our journey in the banking sector as a national competitor.”
Chairman of Nationwide Building Society, Kevin Parry commented: “A combination with Virgin Money would accelerate Nationwide’s strategy and create a stronger, and more diverse, modern mutual.
The combination would increase Nationwide’s scale and financial strength, put us in a stronger position to continue to provide Fairer Share Payments to eligible Nationwide members, and offer rates for mortgages and savings that are, on average, better than the market average.”
Chief executive officer of Nationwide Building Society, Debbie Crosbie commented: “Importantly, Nationwide will remain a building society, and a combined group would bring the benefits of fairer banking and mutual ownership to more people in the UK, including our continuing commitment to retain existing branches, as part of our ‘Branch Promise’ and leading levels of customer service.
We believe the combination would create a stronger and more diverse business that will be better placed to deliver value to our members and customers, both now and in the future.”
