RICHMOND, Va., Sept. 16, 2020 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) today announced that while it continues
to work with China Oceanwide Holdings Group Co., Ltd. (Oceanwide)
toward closing the merger transaction with Oceanwide by
September 30, 2020, Genworth has
scheduled its 2020 Annual Meeting in order to comply with the New
York Stock Exchange listing standards, which require each listed
issuer to hold an annual meeting of stockholders during each
calendar year, and to provide requisite advance notice of the
meeting to its stockholders.
Genworth and Oceanwide previously announced that Oceanwide's
funding plan for the proposed transaction was progressing well, and
that the parties are working to close the transaction by
September 30, 2020. The transaction
had previously received all U.S. regulatory approvals needed to
close the transaction, subject to confirmation from the Delaware
Department of Insurance that the acquisition of Genworth's
Delaware-domiciled insurer may
proceed under the existing approval, which Oceanwide expects to
seek upon finalization of its financing. For an update on the
current status of the regulatory approvals, please see Genworth's
press release dated August 31, 2020
which can be found under the "Investors" section of
genworth.com.
In the event the proposed merger is not completed by
December 10, 2020, the 2020 Annual
Meeting will be held as a virtual meeting on Thursday, December 10, 2020, at 9:00 a.m. Eastern Time. Holders of record
of Genworth's Class A common stock on October 16, 2020, will be eligible to vote at the
2020 Annual Meeting. In the event the proposed merger is
completed by December 10, 2020, the
2020 Annual Meeting will not be held.
As disclosed in Genworth's proxy statement for its 2019 Annual
Meeting of Stockholders, the deadline for the receipt of
stockholder proposals submitted under Rule 14a-8 of the Securities
Exchange Act of 1934 for inclusion in the Company's proxy materials
for the 2020 Annual Meeting was July
4, 2020.
Genworth's bylaws establish an advance notice procedure for
director nominations and other business proposals that stockholders
intend to be presented at the 2020 Annual Meeting outside of Rule
14a-8 of the Exchange Act. For these nominations or other
business proposals to be properly brought before the meeting by a
stockholder, the stockholder must deliver written notice to
Genworth no later than the close of business on September 28, 2020. Such nominations and
other business proposals must comply with all requirements set
forth in the company's bylaws.
All notices of intention to present director nominations or
other business proposals at the 2020 Annual Meeting, whether or not
intended to be included in the proxy materials, should be addressed
to: Corporate Secretary, Genworth Financial, Inc., 6620 West Broad
Street, Richmond, Virginia
23230.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release 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,
Oceanwide's funding plans and transactions Genworth is pursuing to
address its near-term liabilities and financial obligations, which
may include additional debt financing and/or transactions to sell a
percentage of its ownership interests in its mortgage insurance
businesses. 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 Oceanwide
will be unable to raise funding and 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, and the risk that Genworth will be unable
to address its near-term liabilities and financial obligations,
including the risks that it will be unable to raise additional debt
financing and/or sell a percentage of its ownership interest in its
U.S. mortgage insurance business to repay the promissory note to
AXA S.A. or refinance its debt maturing in 2021 or beyond; (ii) the
parties' inability to obtain regulatory approvals, clearances or
extensions, or the possibility that such regulatory approvals or
clearances may further delay the transaction with Oceanwide or will
not be received prior to September 30,
2020 (and either or both of the parties may not be willing
to further waive their end date termination rights beyond
September 30, 2020) or that
materially burdensome or adverse regulatory conditions may be
imposed or undesirable measures may be required in connection with
any such regulatory 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 approval; (iii) the risk that
the parties will not be able to obtain other regulatory approvals,
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, 2020. 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.