RICHMOND, Va., March 7, 2017
/PRNewswire/ -- Genworth Financial, Inc. (NYSE: GNW) today
announced that at its special meeting of stockholders held earlier
today, stockholders adopted the previously announced merger
agreement with China Oceanwide Holdings Group Co., Ltd.
("Oceanwide"), whereby Oceanwide will acquire Genworth through Asia
Pacific Global Capital Co. Ltd., one of Oceanwide's investment
platforms. Approximately 96 percent of votes cast were voted in
favor of the merger, which represents 71 percent of Genworth's
total outstanding shares of common stock as of the record date for
the special meeting. As previously announced, Genworth and
Oceanwide continue to expect the transaction to be completed by the
middle of 2017, subject to closing conditions including receipt of
required regulatory approvals.
"Genworth's Board of Directors would like to thank its
stockholders for their adoption of the merger agreement with
Oceanwide, and for their support throughout Genworth's extensive
review of strategic alternatives," said James S. Riepe, Genworth non-executive chairman
of the board. "We continue to believe that this transaction is in
the best interest of all Genworth stockholders and provides
stockholders with the best value reasonably available for their
interest in Genworth."
President and CEO Tom McInerney
added, "The receipt of stockholder approval at today's special
meeting is a critical step in the process towards completing the
merger with Oceanwide. Both Genworth and Oceanwide have been
working together on executing important next steps. We are
especially focused on our work with applicable regulators in the
U.S., China, and other international markets, whose approvals are
needed to close this transaction by the middle of 2017."
Mr. Lu Zhiqiang, chairman of
Oceanwide, continued, "Oceanwide is pleased that Genworth
stockholders approved the transaction, and continues to work
diligently with Genworth to obtain all regulatory approvals and
satisfy other necessary conditions to closing."
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 China Oceanwide
China Oceanwide is a privately held, family owned international
financial holding group founded by Mr. Lu
Zhiqiang. Headquartered in Beijing, China, China Oceanwide's
well-established and diversified businesses include operations in
financial services, energy, culture and media, and real estate
assets globally, including in the United
States.
China 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; the privately-held 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, China Oceanwide has real
estate investments in New York,
California, and Hawaii. Businesses controlled by China
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 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
ability of the parties to obtain regulatory approvals, or the
possibility that they may delay the transaction or that materially
burdensome or adverse regulatory conditions may be imposed in
connection with any such regulatory approvals; (iii) the risk
that a condition to closing of the transaction may not be
satisfied; (iv) potential legal proceedings that may be
instituted against Genworth following announcement of the
transaction; (v) the risk that the proposed transaction
disrupts Genworth's current plans and operations as a result of the
announcement and consummation of the transaction;
(vi) 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; (vii) certain
restrictions during the pendency of the transaction that may impact
Genworth's ability to pursue certain business opportunities or
strategic transactions; (viii) continued availability of
capital and financing to Genworth before the consummation of the
transaction; (ix) further rating agency actions and downgrades
in Genworth's financial strength ratings; (x) changes in
applicable laws or regulations; (xi) Genworth's ability to
recognize the anticipated benefits of the transaction;
(xii) the amount of the costs, fees, expenses and other
charges related to the transaction; (xiii) the risks related
to diverting management's attention from Genworth's ongoing
business operations; (xiv) the impact of changes in interest
rates and political instability; and (xv) 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, 2017. 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.
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SOURCE Genworth Financial, Inc.