RICHMOND, Va. and BEIJING, Nov. 30,
2020 /PRNewswire/ -- Genworth Financial, Inc. (NYSE:
GNW) and China Oceanwide Holdings Group Co. Ltd (Oceanwide)
announced that their transaction has received confirmation of the
extension of the acceptance of filing from the National Development
and Reform Commission (NDRC) in China. With NDRC's
re-approval, Oceanwide will now move forward with the few remaining
regulatory steps required to close the transaction, including
seeking clearance for currency conversion and transfer of the
balance of the transaction funds from SAFE and obtaining
confirmation from the Delaware Department of Insurance that the
acquisition of Genworth's Delaware-domiciled insurer may
proceed under the existing approval.
To allow additional time for Oceanwide to complete these final
steps, the parties are working on an extension of the waiver and
agreement of each party's right to terminate their previously
announced merger agreement until not later than Dec. 31, 2020. The parties are also working on a
90-day extension of each of the three $500
million tranches under the post-close Oceanwide capital
plan.
"We are encouraged that Oceanwide continues to make progress on
the remaining steps needed to complete the transaction," said
Tom McInerney, Genworth president
and CEO. "Although I am disappointed we could not close by
November 30, we are hopeful that
we can close in the first half of December, but have agreed to an
end date of December 31, 2020 to
allow more time for the remaining regulatory approvals to be
achieved."
"Securing these last few remaining regulatory approvals and
finalizing our financing are important milestones in our efforts to
close our transaction and fulfill our vision of bringing long term
care insurance to China," said LU Zhiqiang, chairman of
Oceanwide. "We look forward to working with Genworth to
complete the remaining steps required to close the transaction in
December."
The transaction 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. With respect to other recent regulatory
matters: FINRA has confirmed that the transaction may close under
FINRA Rule 1017(c) prior to receiving its final approval; the GSEs
have re-approved the transaction, subject to certain conditions,
and the parties will seek their non-objection to the adjusted
capital contributions schedule; and the North Carolina Department
of Insurance extended its previously-granted approval through
January 24, 2021. Oceanwide now needs to receive clearance
for currency conversion and transfer of funds from SAFE. All
other required approvals and clearances have been secured.
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.
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. 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 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 complete 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 December 31,
2020 (and either or both of the parties may not be willing
to further waive their end date termination rights beyond
December 31, 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.