RICHMOND, Va., Sept. 14, 2018 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.,
Ltd. (Oceanwide) today announced they are submitting supplemental
information to the regulators who are reviewing their proposed
transaction. As previously announced, Genworth and Oceanwide
extended their merger agreement to December
1, 2018 to provide additional time for regulatory review of
the transaction.
The supplemental filings outline a potential alternative funding
structure for the transaction that Oceanwide may implement in the
event that international political and economic developments cause
potential delays in implementing the original funding structure.
The supplemental filings also reference the post-closing capital
investment plan the parties previously announced and contain
additional details about an enhanced data security program the
parties are implementing in connection with the receipt of the
clearance of the proposed transaction by the Committee on Foreign
Investment in the United States
(CFIUS).
Under the capital investment plan, Oceanwide and/or its
affiliates would contribute an aggregate of $1.5 billion to Genworth over time following the
consummation of the transaction, with the final amounts of the plan
to be contributed by March 31,
2020. The contribution will be subject to the closing of the
merger and the receipt of required regulatory approvals. The
contribution would be used to further improve Genworth's financial
stability, which could include retiring Genworth's debt due in 2020
and 2021 or enabling future growth opportunities.
The enhanced data security program comprises multiple layers of
security measures to protect the personal information of Genworth's
policyholders and customers. They include a U.S.-based third-party
service provider to manage and protect Genworth's customer data; an
independent monitor that will monitor the parties' compliance with
the mitigation agreement; and three independent board members who
have national security expertise.
"The enhanced data security program we are putting into place
and the quality of the national security experts we've recruited
for our new board reflect our steadfast commitment to protect the
sensitive personal data of our policyholders and customers," said
Tom McInerney, president and CEO of
Genworth.
The parties continue to target closing the transaction in the
fourth quarter of 2018. The closing of the proposed transaction
remains subject to the receipt of required regulatory approvals in
the U.S., China and other international jurisdictions and other
closing conditions.
"Genworth and Oceanwide stand ready and willing to provide
further information that regulators may need to complete their
reviews of our transaction," McInerney said. "Genworth
remains convinced that the transaction is the best path forward for
our stockholders and other stakeholders."
Added LU Zhiqiang, chairman of Oceanwide: "I am pleased with the
constructive discussions we have had with our regulators and look
forward to working with Genworth to close the transaction as
quickly 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 outlook for the company's future business
and financial performance. 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 the
possibility that regulatory approvals may further delay the
transaction or will not be received prior to December 1, 2018 (and either or both of the
parties may not be willing to further waive their End Date
termination rights beyond December 1,
2018) or that materially burdensome or adverse regulatory
conditions may be imposed in connection with any such regulatory
approvals (including those conditions that either or both of the
parties may be unwilling to accept); (iii) the risk that the
parties will not be able to obtain other regulatory approvals,
including in connection with the parties' intent to seek approval
of the Oceanwide transaction with no unstacking, a potential
alternative funding structure or in connection with the current
geo-political environment; (iv) the parties' inability to obtain
any necessary regulatory approvals for the post-closing capital
plan; (v) the risk that a condition to closing of the
transaction may not be satisfied; (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 28, 2018.
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.