RICHMOND, Va., Oct. 2, 2017 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.,
Ltd. (Oceanwide) today reported that they have withdrawn their
joint voluntary notice with the Committee on Foreign Investment in
the United States (CFIUS), with an
intent to refile the transaction with additional mitigation
approaches, including potentially working with a U.S. third- party
service provider. Both parties are fully committed to
continuing to work on robust mitigation proposals.
CFIUS' acceptance of the refiled joint voluntary notice would
commence a new 30-day review period, which may be followed by an
additional 45-day investigation period. Additional information
about the CFIUS review process can be found in the definitive proxy
statement filed by Genworth with the Securities and Exchange
Commission on Jan. 25, 2017.
Genworth and Oceanwide intend to actively engage in discussions
with CFIUS with respect to mitigation options; however, there can
be no assurances that CFIUS will ultimately agree to clear a
transaction between Genworth and Oceanwide on terms acceptable to
the parties or at all.
"We continue to work diligently to secure all required
regulatory approvals necessary to complete the transaction," said
Tom McInerney, president and CEO of
Genworth.
"At the same time, we are evaluating options to address our
upcoming debt maturities and preserve the value of our businesses
in the event the transaction with Oceanwide cannot be completed,"
said McInerney. "We have approximately $600
million of debt that matures in May
2018, with no additional maturities until 2020.
Options to address the 2018 debt maturity in the absence of a
transaction with Oceanwide include potential refinancing
alternatives, current holding company cash, and/or potential asset
sales. We are also evaluating options to insulate our U.S.
mortgage insurance business from additional ratings pressure in the
absence of a transaction with Oceanwide."
LU Zhiqiang, chairman of Oceanwide, stated "Genworth remains a
critical part of our strategy to bring long-term care and other
insurance solutions to China, and we are therefore working hard
with them to find ways to successfully complete the transaction as
soon as possible."
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 Oceanwide
Oceanwide is a privately held, family owned international
financial holding group founded by LU Zhiqiang. Headquartered in
Beijing, 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.
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 and China
Oceanwide International Financial Limited, (formerly known as Quam
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, Oceanwide has real estate
investments in New York,
California, and Hawaii. Businesses controlled by Oceanwide
have more than 10,000 employees globally.
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 CFIUS clearance, potential mitigation options, the
closing of a transaction with Oceanwide, potential options to
address the 2018 debt maturity and to insulate our U.S. mortgage
insurance business from additional ratings pressure in the absence
of a transaction with Oceanwide. 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 proposed merger with Oceanwide 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 find suitable mitigation options to address
CFIUS's interests and obtain regulatory approvals, or the
possibility that such mitigation options or regulatory approvals
may further delay the transaction or may not be capable of being
implemented prior to November 30,
2017 (and either or both of the parties may not be willing
to further waive their end date termination rights beyond
November 30, 2017) or that materially
burdensome or adverse regulatory conditions may be imposed in
connection with any such regulatory approvals (including those
conditions that either or both of the parties may be unwilling to
accept); (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 in connection with the
transaction; (v) the risk that the proposed transaction disrupts
Genworth's current plans and operations as a result of the
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 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 Genworth's ongoing business operations; (xiv) the
impact of changes in interest rates and political instability; (xv)
the absence of viable financing alternatives, the impact of other
factors on our ability to obtain additional debt funding,
including, market conditions, regulatory considerations, the
general availability of credit and particularly, to the financial
services industry, our credit ratings and credit capacity and the
performance of and outlook for our company and our businesses;
(xvi) market conditions that may make it difficult to obtain
funding or complete asset sales to generate additional liquidity,
especially on short notice and when the demand for additional
funding in the market is high should we need to do so if the
transaction with Oceanwide is not consummated; (xvii) potential
further impairments to our access to funding due to our credit or
financial strength ratings and our financial condition; (xviii) the
sufficiency of our internal liquidity sources to meet our needs and
our access to capital may be limited or unavailable; and (xix)
other risks and uncertainties described in the Definitive Proxy
Statement, filed with the SEC on January 25,
2017, and Genworth's Annual Report on Form 10-K, filed with
the SEC on February 27, 2017.
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.