RICHMOND, Va., Aug. 31, 2020 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co.
Ltd (Oceanwide) today provided an update on the status of their
pending transaction.
As part of the 15th waiver and agreement, which extended the
merger agreement to no later than September
30, 2020, Genworth and Oceanwide agreed to an additional
interim milestone whereby Oceanwide would confirm by August 31, 2020 its progress towards funding the
transaction.
Today, Genworth confirmed that its Board of Directors and
management team determined that Oceanwide has provided satisfactory
information regarding its funding plan for the purchase price
consideration of approximately $2.7
billion, and Genworth therefore does not intend to exercise
its right to terminate the merger agreement as of August 31, 2020.
James Riepe, non-executive
chairman of the Genworth Board, and Tom
McInerney, president and CEO of Genworth, provided the
following update on their discussions with Oceanwide: "Over the
past few months, Tom and I have been in regular discussions with
China Oceanwide with respect to their efforts to obtain financing
for the transaction," said Riepe. "Based on these discussions and
the information provided by Oceanwide, we believe the funding is
progressing well and that Oceanwide is working to close the
transaction by September 30,
2020. Therefore, the Board determined not to exercise our
right to terminate the merger agreement at this time."
"We are pleased with the progress Oceanwide has made towards
securing the financing necessary to fund the transaction, which we
continue to believe represents the best value for Genworth's
shareholders," said McInerney. "The August
31st milestone was important to both inform
Genworth's ongoing review process as well as provide an important
update to our shareholders ahead of the September 30, 2020 deadline, particularly in
light of the market disruptions driven by the global
pandemic. I look forward to continuing our productive
conversations with Oceanwide and working together to reach a timely
and successful closing."
LU Zhiqiang, chairman of Oceanwide, reiterated his commitment to
the transaction. "We believe there is significant future value in
bringing long term care (LTC) insurance expertise to China and the rest of Asia, and thus remain committed to the
transaction. We are pleased that, despite the constraints imposed
by the global pandemic, we have been making very good progress to
finalize the financing plan so that we can meet the September 30, 2020 closing date."
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. With
respect to other regulatory matters: the North Carolina Department
of Insurance recently issued a 90-day extension of its previously
granted approval on August 11, 2020;
the parties are in discussions with the GSEs about their previous
approval of the transaction; Genworth has withdrawn and refiled its
FINRA continuing membership application due to the passage of time;
and Oceanwide needs to receive clearance for currency conversion
and transfer of funds from SAFE.
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 subsidiary, Genworth Mortgage Insurance Australia
Limited, separately releases financial and other information about
its operations. This information can be found
at http://www.genworth.com.au.
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 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.