LAS VEGAS and DES MOINES, Iowa, Oct.
6, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO)
("CF Corp."), a special purpose acquisition company, and Fidelity
& Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of
fixed indexed annuities and life insurance in the U.S., today
reported on the status of their previously announced merger
transaction in which CF Corp. has agreed to acquire FGL for
$31.10 per share in cash, or a total
of approximately $1.835 billion, plus
the assumption of $405 million of
existing debt.
On October 6, 2017, the Insurance
Commissioner of the State of Iowa
issued a Notice of Public Hearing to be held on Tuesday, November 7, 2017 (the "Hearing").
The purpose of the Hearing is for the Iowa Insurance Division to
consider whether the proposed acquisition of the Company complies
with the standards set forth under applicable Iowa insurance laws. In addition, review
of the acquisition by the New York Department of Financial Services
is progressing; and the parties anticipate closing the acquisition
by year end 2017.
Transaction Website
A website with additional information on the transaction can be
found here: www.cfcorpandfidelity.com.
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
coinvestment in a U.S. special purpose acquisition company, which
results in alignment of interests with CF Corp.'s investors.
About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company,
helps middle-income Americans prepare for retirement. Through its
subsidiaries, the company offers fixed annuity and life insurance
products distributed by independent agents through an established
network of independent marketing organizations. For more
information, please visit www.fglife.com.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of CF Corp. and FGL, and their 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
and FGL's actual results may differ from their 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 and FGL'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 and FGL'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. and FGL
caution that the foregoing list of factors is not exclusive. CF
Corp. and FGL caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
CF Corp. and FGL do 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.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
CF Corporation Contacts:
Douglas B. Newton, Chief Financial Officer
CF Corporation
212-355-5515
Jonathan Keehner / Julie Oakes / Tim
Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
FGL Contacts:
Investors:
Diana Hickert-Hill
Fidelity & Guaranty Life
Investor.Relations@fglife.com
410-487-0992
Media:
Jamie Tully / David Millar
Sard Verbinnen & Co
212-687-8080
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SOURCE CF Corporation