RICHMOND, Va., March 16, 2020 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.,
Ltd. (Oceanwide) today announced that Oceanwide has submitted
supplemental materials to the New York
State Department of Financial Services (NYDFS) and other
U.S. insurance regulators to document the conditions that are
expected to facilitate a reapproval by the NYDFS of the proposed
acquisition of control by Oceanwide of Genworth's New York-domiciled insurance company, Genworth
Life Insurance Company of New York
(GLICNY).
The filings reflect, among other items, Genworth's agreement
with the NYDFS to make the previously disclosed $100 million capital contribution to GLICNY at
closing of the proposed acquisition through the issuance by GLICNY
of a surplus note to a Genworth holding company. Genworth believes
that the use of a surplus note to make the capital contribution to
GLICNY at closing and the other conditions to facilitate the
reapproval by the NYDFS of the proposed acquisition are acceptable
to the NYDFS and other U.S. insurance regulators. The reapproval by
the NYDFS remains subject to their review of the final submitted
documentation.
In addition, the parties are providing supplemental information
to certain U.S. insurance regulators to reflect the passage of time
since their prior approval of the Oceanwide transaction. These
regulators will need to review the supplemental information to
determine whether it has any impact on their existing approvals. If
the parties are able to obtain the NYDFS reapproval and confirm the
other U.S. regulatory approvals, Oceanwide will also need to
receive clearance in China for the
currency conversion and transfer of funds in order to complete the
transaction.
Genworth and Oceanwide are targeting closing the transaction on
or about March 31, 2020. However,
both parties acknowledge that they may need to be flexible with the
specific closing date given potential uncertainties or timing
delays that may arise because of the impact of the coronavirus
outbreak in the United States and
China and the resulting remote work policies in effect.
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 re-approvals,
clearances or extensions (including that the agreement in principle
reached with the NYDFS may not result in a reapproval of the
transaction by the NYDFS), or the possibility that such regulatory
re-approvals or clearances may further delay the transaction with
Oceanwide 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 end date termination
rights beyond March 31, 2020) or that
materially burdensome or adverse regulatory conditions may be
imposed or undesirable measures may be required in connection with
any such regulatory re-approvals, clearances or extensions
(including those conditions or measures that either or both of the
parties may be unwilling to accept or undertake, as applicable) 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 or one or both of the parties may be unwilling
to accept any new condition under a regulatory re-approval; (iii)
the risk that the parties will not be able to obtain other
regulatory approvals, re-approvals, clearances or extensions,
including in connection with a potential alternative funding
structure or the current geo-political 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 the 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 with Oceanwide 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.