RICHMOND, Va., July 13, 2017 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.,
Ltd. (Oceanwide) today reported that they have withdrawn and
re-filed their joint voluntary notice with the Committee on Foreign
Investment in the United States
(CFIUS) a second time to provide CFIUS more time to review and
discuss the proposed transaction between Genworth and Oceanwide
contemplated under the merger agreement entered into by the parties
on October 21, 2016.
CFIUS' acceptance of the joint voluntary notice will commence a
new 30-day review period, which may be followed by an additional
45-day investigation period. Additional information about the CFIUS
review process can be found in the definitive proxy statement filed
by Genworth with the Securities and Exchange Commission on
January 25, 2017.
Genworth and Oceanwide continue to actively engage in
discussions with CFIUS; however, there can be no assurances that
CFIUS will ultimately agree to clear the transaction.
In addition to CFIUS clearance, the closing of the proposed
transaction remains subject to other conditions, including the
receipt of required regulatory approvals in the U.S., China, and
other international jurisdictions.
Genworth also announced that it recently received approval from
the Delaware Department of Insurance and the Virginia Bureau of
Insurance for the remaining internal reinsurance and recapture
transactions required, under the merger agreement, as a condition
to the purchase by a Genworth holding company of Genworth Life and
Annuity Insurance Company from Genworth Life Insurance
Company. These transactions have been completed with a
July 1, 2017, effective date.
"The Genworth Board is fully committed to closing the
transaction because it is the best option for our shareholders,"
said Tom McInerney, president and
CEO of Genworth Financial. "This transaction also achieves the best
outcome for the policyholders of our insurance companies and other
important stakeholders. In addition, Genworth believes this
transaction provides significant benefits to Americans because it
allows Genworth, the leader in long term care insurance in the
U.S., to remain a viable and strengthened competitor in the long
term care insurance industry. Medicaid is the largest payor
of long term care costs and already allocates 30 percent of its
budget to long term care. Medicaid long term care costs are
set to dramatically increase over the next 30 years and a strong,
competitive private long term care insurance industry is critical
to helping ease the financial burden on the government and
taxpayers."
"Developing a long term care insurance market is also important
in China, where there are 231
million people over the age of 60," said LU Zhiqiang, chairman of
China Oceanwide Group. "We are working with Genworth to
complete this transaction so that we can strengthen Genworth's
financial position and the viability of its long term care business
in the U.S. as well as bring Genworth's expertise in long term care
insurance to our country for the benefit of our aging
population."
Although Genworth and Oceanwide continue to be actively engaged
with the relevant regulators regarding the pending applications, it
now appears that the timing of the regulatory reviews will likely
delay the completion of the transaction to later than the
originally targeted time frame of the middle of 2017.
Genworth and Oceanwide are discussing an extension of the
August 31, 2017, deadline set forth
in the merger agreement and will make a final decision regarding
the deadline in the coming weeks. Genworth and Oceanwide
remain committed to satisfying the closing conditions under the
merger agreement as soon as possible.
About Genworth Financial
Genworth Financial, Inc.
(NYSE: GNW) is a Fortune 500 insurance holding company committed to
helping families achieve the dream of homeownership and address the
financial challenges of aging through its leadership positions in
mortgage insurance and long term care insurance. Headquartered
in Richmond, Virginia, Genworth
traces its roots back to 1871 and became a public company in
2004. For more information, visit genworth.com.
From time to time, Genworth releases important information via
postings on its corporate website. Accordingly, investors and other
interested parties are encouraged to enroll to receive automatic
email alerts and Really Simple Syndication (RSS) feeds regarding
new postings. Enrollment information is found under the "Investors"
section of genworth.com. From time to time, Genworth's
publicly traded subsidiaries, Genworth MI Canada Inc. and Genworth
Mortgage Insurance Australia Limited, separately release financial
and other information about their operations. This information can
be found at http://genworth.ca and
http://www.genworth.com.au.
About Oceanwide
Oceanwide is a privately held,
family owned international financial holding group founded by LU
Zhiqiang. Headquartered in Beijing,
China, Oceanwide's well-established and diversified
businesses include operations in financial services, energy,
culture and media, and real estate assets globally, including in
the United States.
Oceanwide is the controlling shareholder of the Shenzhen-listed Oceanwide Holdings Co., Ltd.
and Minsheng Holdings Co. Ltd.; the Hong
Kong-listed China Oceanwide Holdings Limited; the
privately-held Minsheng Securities, Minsheng Trust, and Asia
Pacific Property & Casualty Insurance; and it is the single
largest shareholder of Australia-listed CuDECO Ltd. China Oceanwide
also is a minority investor in Shanghai-listed China
Minsheng Bank and Hong
Kong-listed Legend Holdings. In the United States, Oceanwide has real estate
investments in New York,
California, and Hawaii. Businesses controlled by Oceanwide
have more than 10,000 employees globally.
Cautionary Note Regarding Forward-Looking
Statements
This communication includes certain
statements that may constitute "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by words such as "expects," "intends,"
"anticipates," "plans," "believes," "seeks," "estimates," "will" or
words of similar meaning and include, but are not limited to,
statements regarding the outlook for the company's future business
and financial performance. Forward-looking statements are based on
management's current expectations and assumptions, which are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Actual outcomes and
results may differ materially from those in the forward-looking
statements and factors that may cause such a difference include,
but are not limited to, risks and uncertainties related to:
(i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect Genworth's
business and the price of Genworth's common stock; (ii) the
ability of the parties to obtain regulatory approvals, or the
possibility that they may delay the transaction or that materially
burdensome or adverse regulatory conditions may be imposed in
connection with any such regulatory approvals; (iii) the risk
that a condition to closing of the transaction may not be
satisfied; (iv) potential legal proceedings that may be
instituted against Genworth following announcement of the
transaction; (v) the risk that the proposed transaction
disrupts Genworth's current plans and operations as a result of the
announcement and consummation of the transaction;
(vi) potential adverse reactions or changes to Genworth's
business relationships with clients, employees, suppliers or other
parties or other business uncertainties resulting from the
announcement of the transaction or during the pendency of the
transaction, including but not limited to such changes that could
affect Genworth's financial performance; (vii) certain
restrictions during the pendency of the transaction that may impact
Genworth's ability to pursue certain business opportunities or
strategic transactions; (viii) continued availability of
capital and financing to Genworth before the consummation of the
transaction; (ix) further rating agency actions and downgrades
in Genworth's financial strength ratings; (x) changes in
applicable laws or regulations; (xi) Genworth's ability to
recognize the anticipated benefits of the transaction;
(xii) the amount of the costs, fees, expenses and other
charges related to the transaction; (xiii) the risks related
to diverting management's attention from Genworth's ongoing
business operations; (xiv) the impact of changes in interest
rates and political instability; and (xv) other risks and
uncertainties described in the Definitive Proxy Statement, filed
with the SEC on January 25, 2017, and
Genworth's Annual Report on Form 10-K, filed with the SEC on
February 27, 2017. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Genworth's consolidated financial condition, results of operations,
credit rating or liquidity. Accordingly, forward-looking statements
should not be relied upon as representing Genworth's views as of
any subsequent date, and Genworth does not undertake any obligation
to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws.
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SOURCE Genworth Financial, Inc.