RICHMOND, Va., March 31, 2020 /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 has reapproved the
proposed acquisition of control by Oceanwide of Genworth's
insurance companies domiciled in Virginia. With the
Virginia regulator's approval and
previously received approvals and re-approvals, and subject to the
receipt of the confirmations referenced below, Oceanwide has all
regulatory approvals necessary to close the transaction.
In addition, Genworth and Oceanwide have agreed to a 14th waiver
and agreement of each party's right to terminate the previously
announced merger agreement. The 14th waiver extends the previous
deadline of March 31, 2020 to no
later than June 30, 2020.
This three-month extension is a prudent step the parties are
taking because of the significantly higher volatility and
substantially reduced liquidity in the global financial markets due
to the coronavirus pandemic, which has negatively impacted
financing global acquisitions. The parties are targeting a
closing date closer to the end of May, if feasible, but given the
unprecedented market disruptions, Oceanwide and Genworth believe it
is prudent to build in a cushion and extend the deadline to no
later than June 30, 2020. The
parties expect that Oceanwide's existing financing arrangement for
debt funding of up to $1.8 billion
through Hony Capital will be extended through June 30, 2020.
Under the waiver, Oceanwide waives Genworth's ongoing compliance
with certain covenants set forth in the merger agreement. The
waiver also provides termination rights for Oceanwide to the extent
that regulators subsequently impose materially adverse conditions
on the transaction, and other mutual termination rights for the
parties.
As previously disclosed, the National Development and Reform
Commission (NDRC) accepted Oceanwide's filing with respect to the
proposed acquisition of Genworth in October
2018, which concluded the NDRC's review process. Once
Oceanwide has finalized its financing plan, Oceanwide will discuss
currency conversion and transfer of funds with China's State
Administration of Foreign Exchange (SAFE). Oceanwide is also
seeking 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 receive upon
finalization of its financing.
"As I have said many times since we signed the merger agreement
in 2016, Oceanwide remains fully committed to the Genworth
transaction," said LU Zhiqiang, chairman of Oceanwide. "I believe
the long-term value of Genworth to the Oceanwide family of
companies remains very compelling. However, in light of the impact
of the coronavirus pandemic on global financial markets, it makes
sense to extend the merger agreement to June
30, 2020."
"Like Oceanwide, Genworth remains fully committed to closing the
transaction as soon as possible. The parties are very pleased
with the progress made in receiving approval from the New York and Virginia regulators," said Tom McInerney, President & CEO of Genworth.
"We understand the necessity of the current extension in light of
the unprecedented challenges in global financial markets."
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; 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 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, the
receipt of required approvals relating thereto and any capital
contribution resulting therefrom. 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 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;
(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 June 30, 2020 (and either or both of the parties
may not be willing to further waive their end date termination
rights beyond June 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.