ING DIRECT announces public takeover offer for Interhyp

EUR 64 per share cash offer / supported by management and supervisory board of Interhyp

(Munich, 19 May 2008) ING DIRECT N.V., the direct banking unit of ING Group N.V., and Interhyp AG, the leading German independent mortgage distributor, have signed an agreement for the purpose of the acquisition of a majority stake in Interhyp by ING DIRECT. ING DIRECT will launch a public takeover offer of EUR 64 per share to all Interhyp shareholders. The two founders and Co-CEOs of Interhyp are supporting the bid and have agreed to tender their combined 32.26 per cent stake into the offer. Following the acquisition, both founders will continue to lead the business as Co-CEOs. The Interhyp business model with its open architecture product platform remains unchanged and will be further expanded.

Attractive offer for shareholders – founders will accept

ING DIRECT offers all Interhyp shareholders a price of EUR 64 per share in cash. The offer period will only begin after the general shareholders’ meeting of Interhyp on 4 June 2008. Interhyp shareholders will therefore be entitled to receive the proposed dividend of EUR 2.10 per share for fiscal year 2007, plus the proposed additional one time payment of EUR 2.00 per share. The offer of EUR 64 per share corresponds to a 42 per cent premium over Interhyp’s Xetra closing share price on 16 May 2008 (taking into consideration the deduction of the total dividends in the amount of EUR 4.10 per share). Closing of the transaction will only be subject to approval by the anti-trust authorities and De Nederlandsche Bank (DNB), i.e. the offer will not be subject to a minimum acceptance ratio or any other conditions. The two founders, Co-CEOs and major shareholders of Interhyp, Robert Haselsteiner and Marcus Wolsdorf, support the bid and have agreed to tender their combined 32.26 per cent stake into the offer. Following the acquisition, both founders will continue to lead the business as Co-CEOs together with Interhyp’s designated CFO Jörg Utecht.

Interhyp’s open architecture business model remains unchanged

The transaction allows ING to benefit from Interhyp’s unique business model and sophisticated technology platform and offers a large potential for enhancing ING’s distribution platforms in Europe. “The core of Interhyp’s success is its open architecture product platform, which offers each individual customer the best solution – independent from any lender. ING DIRECT plans to keep Interhyp’s successful business model and strong brand, help accelerate the company’s continued growth and contribute to Interhyp’s international expansion”, says Dick Harryvan, member of the ING Group executive board and CEO of ING DIRECT. Accordingly, the company’s brands and headquarters will remain unchanged.

Major common strengths as success factors

“Both ING DIRECT and Interhyp owe their significant growth in the past years to a strong brand identity and a shift in customer behaviour which was considerably influenced by the transparency of the internet. In addition to the obvious price advantages for customers, a key factor is the high quality of service and advice”, says Robert Haselsteiner, founder and Co-CEO of Interhyp.

International expansion of Interhyp expertise

In addition, the transaction provides enormous potential for international co-operation. ING is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million clients in more than 50 countries. ING DIRECT is the world’s leading direct bank, offering a focused range of simple financial products in nine countries, namely savings, mortgages, payment accounts and investment products. Marcus Wolsdorf, founder and Co-CEO of Interhyp: “With ING DIRECT, an international success story in retail banking, we gain the ideal partner for the expansion of our business model abroad.”

Deutsche Bank AG is acting as exclusive advisor to Interhyp.

About Interhyp
With EUR 5.7 billion in new residential mortgage volume in 2007, Interhyp is Germany's leading independent residential mortgage distributor. Interhyp combines the power of the Internet with high quality mortgage advice. More than 250 mortgage consultants can choose among the products of more than 50 mortgage lenders to provide borrowers with rates that are significantly below those of traditional branch-based retail banks. In addition to its internet and telephone based channels, Interhyp offers face to face advice in its offices in Berlin, Bielefeld, Bremen, Cologne, Dortmund, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Karlsruhe, Leipzig, Mannheim, Munich, Nuremburg, Stuttgart and Wiesbaden.

Press Contact: Christian Kraus, SVP Corporate Communications, Telephone +49-89-20307-1301,

E-Mail: christian.kraus@interhyp.de

About ING DIRECT
ING DIRECT is a the world’s leading direct bank, offering a focused range of simple financial products, namely savings, mortgages, payment accounts and investment products, primarily via direct channels. ING DIRECT was established in Canada in April 1997, and has since successfully launched operations in Spain, Australia, France, USA, Italy, Germany, the UK and Austria. ING DIRECT’s mission is to become the world’s most preferred consumer bank through strengthening its core products and expanding geographically. It has consistently been one of the world’s fastest growing banks, with leading positions in all markets in which it operates. With almost 21 million customers globally, the total client retail balance of ING DIRECT amounted to EUR 307 billion at the end of March 31 2008.

About ING Group
ING is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million residential, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.