Item 1.01
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Entry into a Material Definitive Agreement.
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As previously announced, Fidelity & Guaranty Life,
a Delaware corporation (NYSE: FGL; the Company), is a party to an Agreement and Plan of Merger (as amended on November 3, 2016, the Merger Agreement, and the merger contemplated thereby, the Merger), with
Anbang Insurance Group Co., Ltd., a joint-stock insurance company established in the Peoples Republic of China (Anbang), AB Infinity Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Anbang
(Parent), and AB Merger Sub, Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, either Parent or the Company could have terminated the agreement
if the closing of the Merger had not occurred on or prior to February 8, 2017 (the Outside Termination Date).
On February 9, 2017,
the Company entered into Amendment No. 2 to Agreement and Plan of Merger (Amendment No. 2) with Anbang, Parent and Merger Sub by extending the Outside Termination Date from February 8, 2017 to April 17, 2017. Under
the terms of Amendment No. 2, the Outside Termination Date will be further extended to May 31, 2017 in the event that the Iowa Insurance Commissioner has, on or prior to April 17, 2017, publicly noticed a public hearing for the
Form A change of control approval required by the Iowa Insurance Division. The Company and Anbang continue to work to close the Merger, subject to satisfaction or waiver of all required closing conditions. Amendment No. 2
further permits the Company to solicit, respond to, evaluate and negotiate any competing offers, provided that the Company is not permitted to enter into a definitive agreement with respect to any such competing offers during the extension
period. There can be no assurance that this process will result in an alternative proposal.
The foregoing description of Amendment No. 2 does
not purport to be complete and is subject to and qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Forward-Looking Statements
Safe Harbor
Statement Under the Private Securities Litigation Reform Act of 1995: This Form
8-K
contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements,
including those statements regarding the Merger, the insurance regulatory approval process for the closing of the Merger, timing of closing of the Merger and other related matters. All forward-looking statements address matters that involve risks
and uncertainties, many of which are beyond the Companys control. Such statements are subject to risks and uncertainties that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such
statements and, therefore, you should not place undue reliance on any such statements. These statements are based on the beliefs and assumptions of the Companys management and the management of the Companys subsidiaries. Generally,
forward-looking statements include information concerning current expectations, other actions, events, results, strategies and expectations and are generally, but not always, identifiable by use of the words believes,
expects, intends, anticipates, plans, seeks, estimates, projects, may, will, could, might, or continues
or similar expressions. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the Merger will be completed within the anticipated time frame or at all. Factors that could cause actual results, events and
developments to differ include, without
limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement; the outcome of any legal proceedings that may be instituted
against the Company or Anbang and others in connection with the Merger agreement; the inability to complete the Merger due to the failure to satisfy the conditions to the Merger, including the inability of Anbang to secure necessary regulatory
approvals; risks that the Merger disrupts current plans and operations and potential difficulties in employee retention as a result of the Merger; risks arising from the Companys solicitation of, responding to, evaluating or negotiating any
competing offers; and legislative, regulatory and economic developments. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein
and elsewhere, including the risk factors included in the Companys most recent reports on
Form 10-K
and
Form 10-Q
and other documents of the Company on
file with, or furnished to, the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of future events or changes to
future operating results.