LAS VEGAS and DES MOINES, Iowa, July 17,
2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF
Corp.") 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.
Both CF Corp. and FGL are committed to close the merger as soon
as practicable and continue to expect the closing to occur in the
fourth quarter of 2017, subject to receipt of required regulatory
approvals and satisfaction of the other closing conditions
specified in the merger agreement.
The parties have been working closely together and continue to
make progress in securing the regulatory approvals required to
close the transaction. On June 16, 2017, the Federal
Trade Commission granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
FGL has filed its preliminary information statement with the SEC
and once finalized the information statement will be mailed to
FGL's shareholders. As previously disclosed, shortly following
execution of the merger agreement, a wholly-owned subsidiary of HRG
Group, Inc., which holds 80.4% of the outstanding shares of common
stock of FGL, delivered a written consent approving and adopting
the merger agreement. This written consent, which consent may
not be withdrawn, constituted approval of the merger by FGL's
shareholders and no further action by FGL's shareholders will be
solicited in connection with the merger. Accordingly, FGL does not
have the ability to terminate the merger agreement (and the
$50 million "Company Termination Fee"
would not be applicable) if a third party were to make an offer to
acquire FGL.
In addition, CF Corp. has filed its preliminary proxy statement
with the SEC in connection with its upcoming shareholder vote to
approve the merger and related matters. Certain of CF Corp.'s
investors that own approximately 18.7% of CF Corp.'s ordinary
shares have entered into voting agreements to vote in favor of the
merger at the CF Corp. shareholder meeting.
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
co-investment 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 obtain approval of the
shareholders of CF Corp. or other 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 NASDAQ 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.
Important Information for CF Corp. Investors and Shareholders
and FGL Stockholders
In connection with the proposed business combination, CF Corp.
has filed a preliminary proxy statement and will file a definitive
proxy statement with the SEC. CF Corp.'s shareholders and other
interested persons are advised to read the preliminary proxy
statement and, when available, any amendments thereto and the
definitive proxy statement and documents incorporated by reference
therein as these materials will contain important information about
FGL, CF Corp. and the business combination. The description of the
business combination contained herein is only a summary and is
qualified in its entirety by reference to the definitive agreements
relating to the business combination, copies of which have been
filed by CF Corp. with the SEC as an exhibit to a Current Report on
Form 8-K. When available, the definitive proxy statement and other
relevant materials will be mailed to shareholders of CF Corp. as of
a record date to be established for voting on the business
combination. Shareholders may obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents
filed with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's web site
at www.sec.gov, or by directing a request to: CF Corporation,
1701 Village Center Circle, Las Vegas, Nevada 89134,
Attention: Douglas B. Newton, Chief Financial Officer (212)
355-5515 or by accessing CF Corp.'s website
at www.cfcorpandfidelity.com.
In connection with the proposed merger transaction, FGL has
filed a preliminary information statement and will file a
definitive information statement with the SEC. FGL's stockholders
and other interested persons are advised to read the preliminary
information statement and, when available, any amendments thereto
and the definitive information statement and documents incorporated
by reference therein as these materials will contain important
information about FGL, CF Corp. and the merger transaction. The
description of the merger transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreements relating to the merger transaction, copies of
which have been filed by FGL with the SEC as an exhibit to a
Current Report on Form 8-K. When available, the definitive
information statement and other relevant materials will be mailed
to stockholders of FGL as of a record date to be established.
Stockholders may obtain copies of the preliminary information
statement, the definitive information statement and other documents
filed with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's web site
at www.sec.gov, or by directing a request to: Fidelity &
Guaranty Life, Two Ruan Center, 601 Locust Street, 14th Floor,
Des Moines, Iowa 50309, Attention:
Investor Relations Department, Telephone: (515) 330-3307.
Participants in the CF Corp. Solicitation
CF Corp. and its directors and executive officers may be deemed
participants in the solicitation of proxies from CF Corp.'s
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in CF Corp. is contained in CF
Corp.'s annual report on Form 10-K for the fiscal year
ended December 31, 2016, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov,
or by directing a request to CF Corporation, 1701 Village Center
Circle, Las Vegas, Nevada 89134, Attention: Douglas
B. Newton, Chief Financial Officer (212) 355-5515. Additional
information regarding the interests of such participants will be
contained in the definitive proxy statement for the business
combination when available.
FGL and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
shareholders of CF Corp. in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be included in the definitive proxy statement for
the business combination when available.
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:
Lisa Foxworthy-Parker
Fidelity & Guaranty Life
Investor.Relations@fglife.com
515-330-3307
Media:
Jamie Tully / David Millar
Sard Verbinnen & Co
212-687-8080
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SOURCE CF Corporation