Transamerica Corporation launches offer to purchase USD 415 million of debt

Transamerica Corporation, has launched a cash tender offer for up to USD 415 million (EUR 325 million) in outstanding legacy debt securities issued by two affiliated trusts, Transamerica Capital II and Transamerica Capital III.

The transaction is consistent with Aegon's capital management policy and the active management of its capital base. The transaction will reduce Aegon's funding cost and will offer investors an early exit option from securities with low liquidity. 

The tender offer is being made by Transamerica Corporation for any and all of the following securities:  

CUSIP No. Issuer Titel of Security Amount outstanding (USD) Fixed spread (basis points) Reference U.S. Treasury Security
893472AA8 Transamerica Capital II 1 7.65% Capital Trust Pass-Trough Securities
(TruPS)SM due December 1, 2026
225,000,000 115 4.500% due February 2036
893473AC2 Transamerica Capital III 1

7.625% Capital Trust Pass-Through Securities (TruPS) SM due November 15, 2037

190,000,000 120 4.500% due February 2036

1 Each of Transamerica Capital II and Transamerica Capital III are statutory business trusts established under the laws of the State of Delaware by Transamerica Corporation, as sponsor.

The purchase price for each USD 1,000 liquidation amount will be calculated based on a fixed spread over the yield based on the bid-side price of the applicable reference security as indicated in the table above, plus accrued and unpaid distributions. (See the Offer to Purchase document, Schedule B for example pricing calculations.) The tender offer will expire at 5 p.m. New York time on November 20, 2006, unless extended by Transamerica Corporation. The settlement is expected on the first business day after the expiration of the tender offer. 

Transamerica Corporation plans to finance the tender offer through funds provided by Aegon N.V., its parent company. The impact of the transaction on the earnings of Aegon N.V. will depend on general market circumstances as well as the percentage of securities tendered and accepted in the tender offer. Final details on the impact will be announced after the expiration of the tender offer. 

Information on the tender offer is available via J.P. Morgan Securities Inc., the Dealer Manager, at +1-866-834-4666 (toll free). Requests for documents may be directed to the Information Agent, Global Bondholder Services Corporation, at +1-866-470-4500 (toll free). 

This announcement is not an offer to purchase or the solicitation of an offer to sell any securities. The tender offer for the securities is only being made pursuant to the Offer to Purchase dated November 10, 2006 and the related Letter of Transmittal. 

The Offer to Purchase has not been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, nor has any such commission or authority passed judgment upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.