LAS VEGAS, Nov. 20, 2017 /PRNewswire/ -- CF Corporation
(NASDAQ: CFCO) ("CF Corp.") announced today that CF Corp. intends
to transfer the listing of its ordinary shares and warrants to the
New York Stock Exchange (the "NYSE") from the Nasdaq Capital Market
("Nasdaq") following the completion of its previously announced
merger transaction with Fidelity & Guaranty Life
(NYSE: FGL) ("FGL"), a leading provider of fixed indexed
annuities and life insurance in the U.S., which is expected to
close in the fourth quarter of 2017, subject to receipt of
regulatory approval from the Iowa Insurance Division. Upon
completion of the merger transaction, FGL will become a wholly
owned, indirect subsidiary of CF Corp., which will change its name
to FGL Holdings. The ordinary shares and warrants of FGL
Holdings are expected to commence trading on the NYSE the day after
the closing of the business combination under the symbols "FG" and
"FG WS," respectively. CF Corp.'s Class A ordinary shares and
warrants will continue to trade on Nasdaq until the transfer is
complete.
Chinh E. Chu, Co-Founder of CF
Corp., said, "We are pleased to be continuing our progress towards
the previously announced combination with FGL. We look forward to
building on the Company's premier insurance platform to accelerate
growth and value creation for shareholders."
Completion of the NYSE listing is contingent on CF Corp.'s
continued compliance with all applicable listing standards on the
date it begins trading on the NYSE.
About CF Corporation
CF Corporation's primary objective is to build an enduring, high
quality business by using permanent capital, a core tenet of the CF
Corp. structure. CF Corp. also has the largest individual founder
co-investment in a U.S. special purpose acquisition company, which
results in alignment of interests with CF Corp.'s investors.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of CF Corp. and its respective affiliates, from
time to time may contain, "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. CF Corp.'s actual results may differ
from its expectations, estimates and projections and consequently,
you should not rely on these forward looking statements as
predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "might" and "continues," and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, CF Corp.'s
expectations with respect to future performance and anticipated
financial impact of the business combination, the satisfaction of
the closing conditions to the business combination and the timing
of the completion of the business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside CF Corp.'s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement relating to the proposed
business combination; (2) the outcome of any legal proceedings that
may be instituted against CF Corp. or FGL following the
announcement of the merger agreement and the transactions
contemplated therein; (3) the inability to complete the business
combination, including due to failure to satisfy the conditions to
closing in the merger agreement; (4) delays in obtaining or the
inability to obtain necessary regulatory approvals (including
approval from insurance regulators) required to complete the
transactions contemplated by the merger agreement; (5) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement or could
otherwise cause the transaction to fail to close; (6) the inability
to obtain or maintain the listing of the post-acquisition company's
ordinary shares on a national stock exchange following the business
combination; (7) the risk that the business combination disrupts
current plans and operations as a result of the announcement and
consummation of the business combination; (8) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably and retain its key employees; (9) costs related to the
business combination; (10) changes in applicable laws or
regulations; (11) the possibility that FGL or the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and (12) other risks and uncertainties
identified in CF Corp.'s proxy statement relating to the business
combination, including those under "Risk Factors" therein, and in
CF Corp.'s and FGL's other filings with the SEC. CF Corp. cautions
that the foregoing list of factors is not exclusive. CF Corp.
cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
CF Corp. does not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, subject to applicable law. The information contained in
any website referenced herein is not, and shall not be deemed to
be, part of or incorporated into this press release.
Contacts:
Douglas B. Newton, Chief
Financial Officer
CF Corporation
212-355-5515
Jonathan Keehner / Andi Rose / Julie
Oakes
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
View original
content:http://www.prnewswire.com/news-releases/cf-corporation-announces-transfer-of-listing-to-the-new-york-stock-exchange-300559169.html
SOURCE CF Corporation