RICHMOND, Va., March 14, 2019 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings
Group Co. Ltd (Oceanwide) today announced they have agreed to
a ninth waiver and agreement of each party's right to terminate the
previously announced merger agreement. The ninth waiver and
agreement extends the previous deadline of March 15, 2019 to April
30, 2019 in consideration of pending regulatory reviews.
Genworth and Oceanwide continue to diligently pursue approval by
Canadian regulators of the transaction. As previously
disclosed, the parties' discussions with the Canadian regulators
have to date been focused on national security matters, including
data protections and the safeguarding of our customers' personally
identifiable information, consistent with the Enhanced Data
Security Program that Genworth and Oceanwide have undertaken in
connection with the clearance of the transaction by the Committee
on Foreign Investment in the United
States (CFIUS). While Genworth and Oceanwide have fully
responded to all information requests to date, the Canadian
regulators have not outlined a timeframe for the completion of
their review of the transaction or requested any additional
information at this time.
Should closing of the transaction extend past March 31, 2019, timing of the initial tranche of
both the previously announced $1.5
billion Oceanwide post-closing capital plan and the
$175 million post-closing capital
commitment to Genworth Life Insurance Company (GLIC) from Genworth
Holdings, Inc. would need to be adjusted. Genworth and
Oceanwide intend to discuss any such adjustment with applicable
regulators and Fannie Mae and Freddie Mac (GSEs).
Furthermore, to close the transaction, Oceanwide will need to
receive clearance in China for
currency conversion and the transfer of funds.
Approval by the U.S. Financial Industry Regulatory Authority
(FINRA) also remains outstanding, but pursuant to FINRA rules, the
transaction may proceed and closing may occur before such approval
is obtained.
"Despite the delay in obtaining certain approvals, we remain
committed to the transaction as illustrated by this merger
agreement extension," said Tom McInerney, president and CEO of
Genworth Financial. "We hope to be able to reach an agreement
with Canada soon, and are
diligently working through the impact of the deadline extension
with certain regulators to close the transaction as soon as
possible."
Said LU Zhiqiang, chairman of Oceanwide, "We remain
committed to our transaction with Genworth, and are working to
obtain the remaining outstanding regulatory approvals and
clearances. We look forward to closing 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, technology information services,
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
Tonghai International Financial Limited (formerly known as Quam
Limited); the privately-held International Data Group, 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 closing of the transaction with Oceanwide
and the receipt of required approvals. 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
parties' inability to obtain regulatory approvals or clearances, or
the possibility that regulatory approvals may further delay the
transaction or will not be received prior to April 30, 2019 (and either or both of the parties
may not be willing to further waive their End Date termination
rights beyond April 30, 2019) or that
materially burdensome or adverse regulatory conditions may be
imposed in connection with any such regulatory approvals or
clearances (including those conditions that either or both of the
parties may be unwilling to accept) or that with continuing delays,
circumstances may arise that make one or both parties unwilling to
proceed with the transaction or unable to comply with the
conditions to existing regulatory approvals; (iii) the risk that
the parties will not be able to obtain the required regulatory
approvals, including in connection with a potential alternative
funding structure or the current geopolitical environment, or that
one or more regulators may rescind or fail to extend existing
approvals, or that the revocation by one regulator of approvals
will lead to the revocation of approvals by other regulators; (iv)
the parties' inability to obtain any necessary regulatory approvals
or extensions for the post-closing capital plan; (v) the risk
that a condition to closing of the transaction may not be satisfied
or that a condition to closing that is currently satisfied may not
remain satisfied due to the delay in closing the transaction;
(vi) potential legal proceedings that may be instituted
against Genworth following announcement of the transaction;
(vii) the risk that the proposed transaction disrupts
Genworth's current plans and operations as a result of the
announcement and consummation of the transaction;
(viii) 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; (ix) certain
restrictions during the pendency of the transaction that may impact
Genworth's ability to pursue certain business opportunities or
strategic transactions; (x) continued availability of capital
and financing to Genworth before the consummation of the
transaction; (xi) further rating agency actions and downgrades
in Genworth's financial strength ratings; (xii) changes in
applicable laws or regulations; (xiii) Genworth's ability to
recognize the anticipated benefits of the transaction;
(xiv) the amount of the costs, fees, expenses and other
charges related to the transaction; (xv) the risks related to
diverting management's attention from Genworth's ongoing business
operations; (xvi) the impact of changes in interest rates and
political instability; and (xvii) 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, 2019.
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.