Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on October 21, 2016, Genworth Financial, Inc. (the
Company
) entered into an agreement and plan of merger (the
Merger Agreement
) with Asia Pacific Global Capital Co., Ltd. (
Parent
), a limited liability company incorporated in the Peoples Republic of China and a subsidiary of China Oceanwide Holdings Group Co.,
Ltd., a limited liability company incorporated in the Peoples Republic of China (together with its affiliates,
China
Oceanwide
), and Asia Pacific Global Capital USA Corporation (
Merger Sub
), a
Delaware corporation and an indirect, wholly-owned subsidiary of Asia Pacific Insurance USA Holdings LLC (
Asia Pacific Insurance
) which is a Delaware limited liability company and owned by China Oceanwide, pursuant to which,
subject to the terms and conditions set forth therein, Merger Sub would merge with and into the Company with the Company surviving the merger as an indirect, wholly-owned subsidiary of Asia Pacific Insurance (the
Merger
). In
addition to the Merger Agreement, the Company, Parent and Merger Sub have entered into that certain (i) Waiver and Agreement, dated as of August 21, 2017; (ii) Second Waiver and Agreement, dated as of November 29, 2017; (iii) Third
Waiver and Agreement, dated as of February 23, 2018; (iv) Fourth Waiver and Agreement, dated as of March 27, 2018; (v) Fifth Waiver and Agreement, dated as of June 28, 2018; (vi) Sixth Waiver and Agreement, dated as of August 14,
2018 and (vii) Seventh Waiver and Agreement, dated as of November 30, 2018. Capitalized terms used but not defined in the Current Report on Form
8-K
have the meanings ascribed to such terms under the
Merger Agreement.
On January 30, 2019, the Company, Parent and Merger Sub entered into a Eighth Waiver and Agreement (the
Waiver
Agreement
) pursuant to which the Company and Parent each agreed to extend the End Date (as defined under the Merger Agreement) to March 15, 2019, and accordingly waive until March 15, 2019 its right to terminate the Merger
Agreement and abandon the Merger due to a failure of the Merger to have been consummated on or before January 31, 2019.
In addition, pursuant the
Waiver Agreement, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, acknowledges that as of January 30, 2019, there has been no breach of the Merger Agreement on the part of the other party and irrevocably
waives any claim against such other party based upon or arising out of any actual or alleged breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement based upon the facts or circumstances existing or occurring
on or prior to January 30, 2019.
The foregoing description of the Waiver Agreement is qualified in its entirety by reference to the Waiver
Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.