Item 1.01
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Entry into a Material Definitive Agreement.
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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;
(vii) Seventh Waiver and Agreement, dated as of November 30, 2018; (viii) Eighth Waiver and Agreement, dated as of January 30, 2019 and (ix) Ninth Waiver and Agreement, dated as of March 14, 2019. 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
April 29, 2019, the Company, Parent and Merger Sub entered into a Tenth 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 June 30, 2019, and accordingly waive until June 30, 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 April 30, 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
April 29, 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 April 29, 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.