Delphi Financial Group, Inc. Sets Date for Special Stockholder Meeting
January 30 2012 - 6:46PM
Business Wire
Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) today announced
that it has established the date for a special meeting of its
stockholders to consider and vote upon a proposal to adopt and
approve the previously announced Agreement and Plan of Merger dated
December 21, 2011, among Delphi, Tokio Marine Holdings, Inc. (TMHD)
and TM Investment (Delaware) Inc., a wholly-owned subsidiary of
TMHD, and other proposals related to the merger.
Delphi stockholders of record as of the close of business on
Thursday, February 2, 2012 will be entitled to notice of the
special meeting and to vote at the special meeting. The meeting
will be held on Tuesday, March 13, 2012 at 10:00 a.m., local time,
at the University Club, One West 54th Street, New York, New
York.
On January 30, 2012, the United States Federal Trade Commission
notified Delphi and TMHD that early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, has been granted.
Any stockholder questions about the merger, including how to
vote shares of Delphi stock, should be directed to Delphi’s proxy
solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or
collect at (212) 929-5500.
About Delphi Financial Group, Inc.:
Delphi Financial Group, Inc. is a financial services company
focused on specialty insurance and insurance-related businesses.
Delphi is a leader in managing all aspects of employee absence to
enhance the productivity of its clients and provides the related
group insurance coverages: long-term and short-term disability,
life, excess workers’ compensation for self-insured employers,
large casualty programs including large deductible workers’
compensation, travel accident, dental and limited benefit health
insurance. Delphi’s asset accumulation business emphasizes
individual annuity products. Delphi’s common stock is listed on the
New York Stock Exchange under the symbol DFG and its corporate
website address is www.delphifin.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
“forward-looking statements.” Actual results could differ
materially from those projected or forecast in the forward-looking
statements. The factors that could cause actual results to differ
materially include those referred to in filings of Delphi Financial
Group, Inc. (“Delphi”) with the U.S. Securities and Exchange
Commission (the “SEC”), and also include, but are not limited to,
the following: operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or suppliers)
may be greater than expected following the announcement of the
transaction; the retention of certain key employees at Delphi; the
conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the transaction
may not be obtained on the terms expected or on the anticipated
schedule; the parties may not be able to meet expectations
regarding the timing, completion and accounting and tax treatments
of the merger. Tokio Marine Holdings, Inc. (“Tokio Marine”) and
Delphi assume no obligation, and expressly disclaim any obligation,
to update the information in this communication, except as
otherwise required by law. Because forward-looking statements
contained in this communication speak only as of the date hereof,
readers are cautioned not to place undue reliance on these
statements.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Delphi by Tokio Marine. In
connection with the proposed acquisition, Delphi has filed a
preliminary proxy statement on Schedule 14A, which is
available free of charge at the SEC’s web site, http://www.sec.gov,
and Delphi’s website, www.delphifin.com. Delphi plans to file and
mail to stockholders a definitive proxy statement with respect to
the proposed acquisition. SECURITY HOLDERS OF DELPHI ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING DELPHI’S
PROXY PRELIMINARY STATEMENT, WHICH IS AVAILABLE NOW, AND THE
DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE) BECAUSE THEY CONTAIN
(OR WILL CONTAIN) IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents free of charge at the SEC’s web site,
http://www.sec.gov, and may obtain documents filed by Delphi free
of charge from Delphi’s website at www.delphifin.com. In addition,
the definitive proxy statement and other documents filed by Delphi
with the SEC (when available) may be obtained from Delphi free of
charge by directing a request to Delphi Financial Group, Inc., c/o
Investor Relations Department, 1105 North Market Street, Suite
1230, Wilmington, Delaware 19801.
Certain Information Regarding Participants in the
Solicitation
Tokio Marine and its directors, executive officers and certain
employees and Delphi and its directors, executive officers and
certain employees may be deemed to be participants in the
solicitation of proxies from the holders of Delphi common stock in
respect of the proposed transaction. Security holders may obtain
information regarding the names, affiliations and interests of
Delphi and its directors and executive officers in Delphi’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010,
which was filed with the SEC on March 1, 2011, and its preliminary
proxy statement regarding the proposed transaction, which was filed
with the SEC on January 13, 2012. To the extent that holdings of
Delphi securities have changed since the amounts contained in the
preliminary proxy statement regarding the proposed transaction,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Investors may obtain
additional information regarding the interests of such participants
by reading the preliminary proxy statement regarding the proposed
acquisition, which is available now, and the definitive proxy
statement regarding the proposed acquisition, when it becomes
available. The definitive proxy statement and other documents filed
by Delphi with the SEC (when available) may be obtained free of
charge from the SEC’s website at www.sec.gov and Delphi’s website
at www.delphifin.com.
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