UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to §240.14a-12
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GENWORTH
FINANCIAL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing party:
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Date filed:
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This filing relates to the proposed acquisition of Genworth Financial, Inc. (the
Company
) by Asia Pacific Global Capital Co., Ltd. (
Parent
), pursuant to the terms of the Agreement and Plan of Merger, dated as of October 21, 2016, among the Company, Parent and Asia Pacific Global Capital USA
Corporation.
On October 24, 2016, the President and Chief Executive Officer of Genworth MI issued a message to the lender partners of
Genworth MI regarding the proposed acquisition. The following is a copy of that letter:
A Message to our Lender Partners from Rohit Gupta, President & CEO, Genworth MI
Earlier this week, our parent company, Genworth Financial Inc., announced that it was being acquired by China Oceanwide (CO), a family owned international
financial holding group with approximately $31 billion in total assets. Upon closing, Genworth will be a private company, better positioned to continue to focus on its key operational priorities. We are encouraged by this newsand it will not
change the level of commitment, or the exceptional service youve come to expect from Genworth MI.
While our parent companys strengthened
financial position is central to this announcement, Genworth MI continues to improve our capital position and further our own financial strength. In the first half of 2016, weve continued to grow our net operating income to $122 million, which
is more than a 20% increase over the first half of 2015. Our strong asset base of approximately $3 billion enhances our ability to write new business and pay claims. We are financially strong with a PMIERs sufficiency ratio of 115%
(representing $350 million in excess of PMIERs capital requirements and the highest published ratio in the industry) and a statutory risk-to capital ratio of approximately 15.1, which is well below regulatory thresholds, as of the second quarter of
2016.
We offer best-in-class underwriting turn times, competitive rates, customer-friendly technology platforms, and the industrys best training
curriculumand none of that is going to change. While we anticipate the transaction will close by mid-2017, I assure you that the process will not distract us from our commitment to partnering with you to help more people realize and maintain
the dream of homeownership.
To learn more about the transaction, you can visit genworth.com/investors. If you have any questions or concerns, please feel
free to contact your Genworth sales representative or myself.
Thank you for letting us help someone buy a house today.
919 870.2380
Important
Information For Investors and Stockholders
In connection with the proposed transaction, Genworth Financial, Inc. (Genworth) intends to file a proxy
statement with the U.S. Securities and Exchange Commission (SEC) in connection with the solicitation of proxies for a special meeting to be called at a future date. Promptly after filing its proxy statement in definitive form with the SEC, Genworth
will mail such definitive proxy statement when available to each stockholder of Genworth entitled to vote
. Genworth stockholders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant
documents which Genworth will file with the SEC when they become available, because they will contain important information about the proposed transaction and related matters
. Stockholders will also be able to obtain copies of the proxy
statement, without charge, when available, at the SECs website at
www.sec.gov
or by contacting the investor relations department of Genworth at the following:
David Rosenbaum, 804 662.2643
david.rosenbaum@genworth.com
Participants in the Solicitation
Genworth and its directors and executive officers may be deemed to be participants in the solicitation of proxies of Genworths stockholders in
connection with the proposed transaction. Genworths stockholders may obtain, without charge, more detailed information regarding such interested participants in Genworths Annual Report on Form 10-K filed with the SEC on February 26,
2016, its proxy statement filed with the SEC on April 1, 2016, and any Statements of Changes in Beneficial Ownership on Form 4 of such participants, filed with the SEC. Additional information will be available in the proxy statement when it becomes
available.
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 companys
future business and financial performance. Forward-looking statements are based on managements 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 Genworths business and the price of Genworths common stock; (ii) the ability of the parties to obtain stockholder and 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 Genworths current plans and operations as a result of the announcement and
consummation of the transaction; (vi) potential adverse reactions or changes to Genworths 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 Genworths financial performance; (vii) certain restrictions during the pendency of the transaction that may impact
Genworths 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 Genworths financial strength ratings; (x) changes in applicable laws or regulations; (xi) Genworths 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 managements attention from the Companys ongoing business operations; (xiv) the impact of changes in interest rates and political instability; and (xv) other risks
and uncertainties described in Genworths Annual Report on Form 10-K, filed with the SEC on February 26, 2016. 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 Genworths consolidated financial condition, results of operations, credit rating or liquidity. Accordingly, forward-looking statements should not be relied upon as representing
Genworths 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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