LAS VEGAS, Aug. 8, 2017 /PRNewswire/ -- CF Corporation
(NASDAQ: CFCO) ("CF Corp.") today announced that its shareholders
have voted to approve the previously announced merger under which
CF Corp. will acquire Fidelity & Guaranty Life (NYSE: FGL)
("FGL") for $31.10 per share in cash, or a total of
approximately $1.835 billion, plus the assumption of $405
million of existing debt. The shareholders of CF Corp. also
voted to approve all of the other proposals that came before the
extraordinary general meeting in lieu of annual general meeting of
shareholders held today. The final voting results indicate that 100
percent of votes cast were in favor of the adoption of the merger
agreement, representing 83.95 percent of all outstanding shares as
of the July 20, 2017 record date. The
final vote results will be filed on a Form 8-K with the Securities
and Exchange Commission. No shareholders elected to have their
public shares redeemed in connection with the business
combination.
As previously announced, the transaction is expected to close in
the fourth quarter of 2017, subject to regulatory approvals and
certain other customary closing conditions.
Upon closing of the transaction, CF Corp. will change its name
to FGL Holdings. Chinh E. Chu and
William P. Foley, II will continue
to serve as Co-Executive Chairmen, and Christopher J. Littlefield, Eric L. Marhoun and Dennis R. Vigneau, each a current member of
FGL's management team, will join FGL Holdings as executive
officers.
About CF Corporation
CF Corporation's primary objective is to build an enduring, high
quality business by using permanent capital, a core tenet of the CF
Corp. structure. CF Corp. also has the largest individual founder
co-investment in a U.S. special purpose acquisition company, which
results in alignment of interests with CF Corp.'s investors.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of CF Corp. and its affiliates from time to time
may contain, "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. CF Corp.'s actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"might" and "continues," and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, CF Corp.'s expectations
with respect to future performance and anticipated financial impact
of the business combination, the satisfaction of the closing
conditions to the business combination and the timing of the
completion of the business combination. These forward-looking
statements involve significant risks and uncertainties that could
cause actual results to differ materially from expected results.
Most of these factors are outside CF Corp.'s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement relating to the proposed
business combination; (2) the outcome of any legal proceedings that
may be instituted against CF Corp. or FGL following the
announcement of the merger agreement and the transactions
contemplated therein; (3) the inability to complete the business
combination, including due to failure to fulfill conditions to
closing in the merger agreement; (4) delays in obtaining or the
inability to obtain necessary regulatory approvals (including
approval from insurance regulators) required to complete the
transactions contemplated by the merger agreement; (5) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement or could
otherwise cause the transaction to fail to close; (6) the inability
to obtain or maintain the listing of the post-closing company's
ordinary shares on NASDAQ following the business combination; (7)
the risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; (8) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key
employees; (9) costs related to the business combination; (10)
changes in applicable laws or regulations; (11) the possibility
that FGL or the combined company may be adversely affected by other
economic, business, and/or competitive factors; and (12) other
risks and uncertainties identified in CF Corp.'s proxy statement
relating to the business combination, including those under "Risk
Factors" therein, and in CF Corp.'s and FGL's other filings with
the SEC. CF Corp. cautions that the foregoing list of factors is
not exclusive. CF Corp. cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. CF Corp. does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
CF Corporation Contacts:
Douglas B. Newton, Chief
Financial Officer
CF Corporation
212-355-5515
Jonathan Keehner / Julie Oakes / Tim Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE CF Corporation