RICHMOND, Va., Jan. 25, 2017 /PRNewswire/ -- Genworth Financial,
Inc. (NYSE: GNW) ("Genworth") today announced that it has filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission ("SEC") and will commence mailing to stockholders of
record the definitive proxy materials in connection with the
previously announced transaction with China Oceanwide Holdings
Group Co., Ltd. ("China Oceanwide").
The special meeting of Genworth stockholders will be held on
Tuesday, March 7, 2017, at
9:00 a.m. Eastern Time. The meeting
will be held at The Westin Richmond, 6631 West Broad Street,
Richmond, Virginia 23230. All
stockholders of record of Genworth's Class A common stock as of the
close of business on January 17,
2017, which is the record date for the special meeting, will
be entitled to vote their shares at the special meeting.
The Genworth Board of Directors unanimously recommends that
Genworth stockholders vote "FOR" the proposal to adopt the merger
agreement. The approval of the proposal to adopt the merger
agreement requires the affirmative vote of holders of a majority of
the outstanding shares of Genworth Class A common stock entitled to
vote on such matter. Pursuant to the terms of the merger
agreement, if approved, upon completion of the merger, each
outstanding share of Genworth common stock immediately prior to the
effective time of the merger (other than those owned by dissenting
stockholders who timely and properly demand appraisal under
Delaware law) would be converted
into the right to receive $5.43 per
share, in cash, without interest and less any applicable
withholding taxes.
Genworth and China Oceanwide continue to expect the transaction
to close by mid-2017, subject to certain closing conditions under
the terms of the merger agreement, including receipt of required
approvals by Genworth's stockholders and by regulators in the U.S.,
China, and other international markets, and other closing
conditions.
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 China Oceanwide
China Oceanwide is a privately
held, family owned international financial holding group founded by
Mr. Lu Zhiqiang. Headquartered in
Beijing, China, China Oceanwide's
well-established and diversified businesses include operations in
financial services, energy, culture and media, and real estate
assets globally, including in the United
States.
China 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; the privately-held 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, China Oceanwide has real
estate investments in New York,
California, and Hawaii. Businesses controlled by China
Oceanwide have more than 10,000 employees globally.
Important Information For Investors and Stockholders
This communication may be deemed to be a solicitation material in
respect of the transaction. Today, Genworth filed the definitive
proxy statement with the SEC in connection with the solicitation of
proxies for a special meeting to be held on March 7, 2017 (the "Proxy Statement"). The Proxy
Statement and a proxy card are in the process of being mailed to
each stockholder entitled to vote at the meeting. Genworth
stockholders are urged to read the Proxy Statement (including any
and 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 SEC's website at www.sec.gov or by
contacting the investor relations department of Genworth at the
following:
investorinfo@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 Genworth's stockholders in
connection with the proposed transaction. Genworth's stockholders
may obtain, without charge, more detailed information regarding
such interested participants in the Proxy Statement, Genworth's
Annual Report on Form 10-K filed with the SEC on February 26,
2016, any Statements of Changes in Beneficial Ownership on Form 4
of such participants, filed with the SEC, and certain other
documents to be filed with the SEC in connection with the proposed
transaction
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 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 Genworth's current plans and operations as a
result of the announcement and consummation of the transaction;
(vi) 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; (vii) certain restrictions during
the pendency of the transaction that may impact Genworth's 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 Genworth's financial strength
ratings; (x) changes in applicable laws or regulations; (xi)
Genworth's 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 management's attention from the Company's ongoing
business operations; (xiv) the impact of changes in interest rates
and political instability; and (xv) other risks and uncertainties
described in the Proxy Statement, Genworth's Annual Report on Form
10-K, filed with the SEC on February 26,
2016 and as updated in Genworth's Form 10-Q filed with the
SEC on November 8, 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 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.