RICHMOND, Va., Aug. 14, 2018 /PRNewswire/ -- Genworth Financial,
Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co., Ltd.
(Oceanwide) today announced they have agreed to a sixth waiver and
agreement of each party's right to terminate the previously
announced merger agreement. The sixth waiver and agreement
extends the previous deadline of August 15,
2018 to December 1, 2018 to
allow additional time to complete the regulatory review
process.
The sixth waiver and agreement also waives the unstacking of
Genworth Life and Annuity Insurance Company (GLAIC) from Genworth
Life Insurance Company (GLIC), regulatory approval of which had
been a condition of Oceanwide's obligation to close the merger, as
well as each party's respective covenants with respect to the
unstacking, including Oceanwide's obligation to contribute
$525 million to facilitate the
unstacking. The waiver also waives Oceanwide's obligation to
contribute $600 million to Genworth
for the repayment of the company's debt obligations due
May 2018, which, as previously
disclosed, has been retired with the proceeds from a term loan and
cash on hand.
Separately, Oceanwide has agreed to a capital investment plan
under which Oceanwide and/or its affiliates will contribute an
aggregate of $1.5 billion to Genworth
over time following consummation of the merger, with the final
amounts of the plan to be contributed by March 31, 2020. Such contribution will be
subject to the closing of the merger and the receipt of required
regulatory approvals. The contribution would be used to
further improve Genworth's financial stability, which may include
retiring Genworth's debt due in 2020 and 2021 or enabling future
growth opportunities.
The closing of the proposed transaction remains subject to the
receipt of required regulatory approvals in the U.S., China and
other international jurisdictions and other closing conditions. As
previously announced, the Committee on Foreign Investment in the
United State (CFIUS) completed its review of the proposed
transaction and concluded that there are no unresolved national
security concerns.
"Oceanwide and Genworth are working hard to close the
transaction as quickly as possible," said Tom McInerney, Genworth president and CEO.
"Genworth continues to believe that the transaction is the best
path forward for our stockholders and other stakeholders."
Added LU Zhiqiang, chairman of Oceanwide: "I am pleased with our
progress to date and look forward to closing the transaction, which
will bring financial stability to Genworth's businesses in the U.S.
and allow us to export Genworth's insurance expertise and insurance
solutions to China."
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, technology information services,
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 and China
Tonghai International Financial Limited (formerly known as Quam
Limited); the privately-held International Data Group, 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
parties' inability to obtain regulatory approvals, or the
possibility that regulatory approvals may further delay the
transaction or will not be received prior to December 1, 2018 (and either or both of the
parties may not be willing to further waive their End Date
termination rights beyond December 1,
2018) or that materially burdensome or adverse regulatory
conditions may be imposed in connection with any such regulatory
approvals (including those conditions that either or both of the
parties may be unwilling to accept); (iii) the risk that the
parties will not be able to obtain other regulatory approvals,
including in connection with the parties' intent to seek approval
of the Oceanwide transaction with no unstacking or in connection
with the current geo-political environment; (iv) the parties'
inability to obtain any necessary regulatory approvals for the
post-closing capital plan; (v) the risk that a condition to
closing of the transaction may not be satisfied;
(vi) potential legal proceedings that may be instituted
against Genworth following announcement of the transaction;
(vii) the risk that the proposed transaction disrupts
Genworth's current plans and operations as a result of the
announcement and consummation of the transaction;
(viii) 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; (ix) certain
restrictions during the pendency of the transaction that may impact
Genworth's ability to pursue certain business opportunities or
strategic transactions; (x) continued availability of capital
and financing to Genworth before the consummation of the
transaction; (xi) further rating agency actions and downgrades
in Genworth's financial strength ratings; (xii) changes in
applicable laws or regulations; (xiii) Genworth's ability to
recognize the anticipated benefits of the transaction;
(xiv) the amount of the costs, fees, expenses and other
charges related to the transaction; (xv) the risks related to
diverting management's attention from Genworth's ongoing business
operations; (xvi) the impact of changes in interest rates and
political instability; and (xvii) 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 28, 2018.
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.