RICHMOND, Va., Jan. 11, 2019 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.,
Ltd. (Oceanwide) today announced that the Virginia State
Corporation Commission, Bureau of Insurance, reapproved the
proposed acquisition of control by Oceanwide of Genworth's
Virginia-domiciled insurance
companies, Genworth Life and Annuity Insurance Company and
Jamestown Life Insurance Company, as contemplated under the merger
agreement entered into by Genworth and Oceanwide on October 21, 2016.
In addition to reapproval by the Virginia regulator, insurance regulators in
North Carolina, South Carolina and Vermont also reapproved the proposed
acquisition of control by Oceanwide of Genworth's subsidiaries
domiciled in those states. Regulators in these four states
had previously approved the transaction and
reapproved after the parties filed supplemental information to
reflect changes to the transaction that had occurred since the
regulators' original approvals.
In addition to approvals already received, the closing of the
transaction remains subject to other conditions, including the
receipt of other required regulatory approvals in the U.S., China
and Canada. Genworth and Oceanwide
are actively engaged with the relevant regulators regarding their
pending applications.
As previously announced, Genworth and Oceanwide extended their
merger agreement to January 31, 2019
to provide additional time for regulatory review of the
transaction.
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 17,000 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 January 31, 2019 (and either or both of the
parties may not be willing to further waive their End Date
termination rights beyond January 31,
2019) 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.
View original
content:http://www.prnewswire.com/news-releases/virginia-regulator-reapproves-proposed-oceanwide-acquisition-of-genworths-virginia-domiciled-insurance-companies-300777058.html
SOURCE Genworth Financial, Inc.