third quarter charge would put considerable pressure on the feasibility and timing of our unstacking plan and obviously it puts rating pressures.
But we do have alternatives. We would look to potentially sell us either, as weve said in the past, other businesses or reinsure blocks of business. And
so we have those options, all of those options that weve carefully reviewed over the last two years, are still open to us. We think this deal is the best option, but we do have alternatives, should we not be able to get approval for the deal.
Thomas J. McInerney
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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
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events or otherwise, except as may be required under applicable securities laws.