Recommended cash acquisition of Virgin Money UK by Nationwide Building Society

LONDON, UK: Nationwide Building Society has agreed to a cash acquisition of Virgin Money UK, valued at approximately £2.9 billion.

Each Virgin Money shareholder is set to receive 220 pence per share, which includes 218 pence in cash consideration and a 2 pence proposed dividend.

This offer marks a significant premium over recent closing prices, with a 38% increase over the price on March 6, 2024, and a 40% increase over the three-month volume-weighted average. The acquisition is poised to reshape the financial landscape, offering substantial value to Virgin Money’s shareholders.

The Virgin Money Directors, who have been so advised by Goldman Sachs International and J.P. Morgan Cazenove as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Virgin Money Directors, Goldman Sachs International and J.P. Morgan Cazenove have taken into account the commercial assessments of the Virgin Money Directors.

Accordingly, the Virgin Money Directors intend to recommend unanimously that Virgin Money Shareholders vote in favour of the Scheme and the Acquisition Resolution(s) as the Virgin Money Directors who are interested in Virgin Money Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of 1,945,304 Virgin Money Shares representing, in aggregate, approximately 0.2 per cent. of Virgin Money’s total issued share capital.

The Independent Virgin Money Directors also intend to recommend unanimously that the Independent Virgin Money Shareholders vote in favour of the Virgin Resolution as the Independent Virgin Money Directors who are interested in Virgin Money Shares have irrevocably undertaken to do in respect of their entire beneficial holdings of 1,920,304 Virgin Money Shares representing, in aggregate, approximately 0.1 per cent. of Virgin Money’s total issued share capital.

The terms of the TMLA Amendment Agreement and the Virgin Red Exclusivity Agreement are considered by Goldman Sachs International and J.P. Morgan Cazenove to be fair and reasonable. In forming this view, Goldman Sachs International and J.P. Morgan Cazenove have taken into account the commercial assessments of the Independent Virgin Money Directors.

Chairman of Nationwide Building Society, Kevin Parry commented: “Following full consideration and the appropriate due diligence, and after taking comments from members into account, the Board of Nationwide’s assessment is that the binding offer to acquire Virgin Money is in the best interests of the Society and its present and future members.”

Chief Executive Officer of Nationwide Building Society, Debbie Crosbie commented: “This acquisition strengthens Nationwide and means we can offer more value and broader services for our current and future members. More people will experience the benefits of mutual ownership and the customer-focused approach of a building society. This includes Nationwide’s unique Branch Promise, which we are extending until at least the start of 2028. The Promise will also apply to Virgin Money branches.”

Chairman of Virgin Money UK PLC, David Bennett commented: “The Board of Virgin Money believes that this strategic transaction recognises the strengths and opportunities in our business. We’re pleased to recommend the terms agreed with Nationwide, which deliver an attractive premium for our shareholders in cash and reflect the Group’s strong future prospects, combining two complementary businesses.”

Chief Executive Officer of Virgin Money UK PLC, David Duffy commented: “The proposed combination with Nationwide presents an exciting opportunity to build on Virgin Money’s significant strategic and operational progress, including the consistent growth in our retail and business customers, deposits and target lending. Together the combined group can offer more great products and services to a larger customer base.”

Nationwide Building Society to buy Virgin Money for £2.9 billion in cash