RICHMOND, Va., Dec. 23, 2019 /PRNewswire/ -- Genworth Financial,
Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.
Ltd (Oceanwide) today announced they have agreed to a 13th
waiver and agreement of each party's right to terminate the
previously announced merger agreement. The 13th waiver and
agreement extends the previous deadline of December 31, 2019 to no later than March 31, 2020.
The 13th Waiver also provides termination rights for Oceanwide
to the extent that regulators subsequently impose materially
adverse conditions on the transaction. In addition, the waiver
provides that the parties will mutually agree upon a closing date
after the receipt of all required regulatory approvals. In the
event Genworth and Oceanwide cannot agree on a closing date
following receipt of all regulatory approvals, each party has the
right to terminate the merger agreement.
Although the Genworth-Oceanwide transaction had previously
received all necessary approvals from U.S. regulators, the parties
recently provided supplementary information to certain regulators
to reflect the Genworth Canada disposition and the passage of time
since their prior approvals. The approval of the New York
Department of Financial Services (NYDFS) expired earlier in the
year and the parties are in discussions with the NYDFS to secure an
appropriate reapproval. Fannie Mae and Freddie Mac also will need
to reapprove the Oceanwide transaction, while other regulators are
currently reviewing the supplemental information to determine
whether it has any impact on their existing approvals.
"The extension allows significant additional time for regulators
to complete their review of updated information including the
recent sale of our Canadian mortgage insurance business, and for
the NYDFS to review the results of our New York subsidiary's annual assumption and
margin reviews, which they have linked to their re-approval of the
transaction," said Tom McInerney,
president and CEO of Genworth Financial. "We continue to believe
the transaction with Oceanwide provides the best, most certain
value for Genworth stockholders."
Added LU Zhiqiang, chairman of Oceanwide: "Despite the delays,
we remain fully committed to this transaction and look forward to
the successful completion of the transaction."
Following the receipt of all final Genworth regulatory
approvals, Oceanwide will also need to receive clearance from
China's State Administration of Foreign Exchange, or SAFE, for the
currency conversion and transfer of funds.
Genworth and Oceanwide remain committed to satisfying the
closing conditions under the merger agreement 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 subsidiary, Genworth Mortgage Insurance Australia
Limited, separately releases financial and other information about
its operations. This information can be found
at 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, the
receipt of required approvals relating thereto and any capital
contribution resulting therefrom. 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 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 parties' inability to obtain regulatory approvals,
clearances or extensions, or the possibility that regulatory
approvals or clearances may further delay the transaction or will
not be received prior to March 31,
2020 (and either or both of the parties may not be willing
to further waive their contractual termination rights beyond
March 31, 2020) or that materially
burdensome or adverse regulatory conditions may be imposed in
connection with any such regulatory approvals, clearances or
extensions (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 with Oceanwide 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, clearances or extensions, 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, clearances
or extensions for the post-closing capital plan, and/or the risk
that a condition to closing of the transaction with Oceanwide 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 or that the parties are unable to agree upon a closing
date following receipt of all regulatory approvals and clearances;
(v) potential legal proceedings that may be instituted against
Genworth related to the transactions with Oceanwide; (vi) the
risk that the proposed transaction disrupts Genworth's current
plans and operations as a result of the announcement and
consummation of the transaction; (vii) 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;
(viii) certain restrictions during the pendency of the
transaction that may impact Genworth's ability to pursue certain
business opportunities or strategic transactions;
(ix) continued availability of capital and financing to
Genworth before the consummation of the transaction;
(x) further rating agency actions and downgrades in Genworth's
financial strength ratings; (xi) changes in applicable laws or
regulations; (xii) Genworth's ability to recognize the
anticipated benefits of the transaction; (xiii) the amount of
the costs, fees, expenses and other charges related to the
transaction; (xiv) the risks related to diverting management's
attention from Genworth's ongoing business operations;
(xv) the impact of changes in interest rates and political
instability; and (xvi) 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, we caution you against relying on any
forward-looking statements. Further, 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.