RICHMOND, Va., July 13, 2017 /PRNewswire/ -- Genworth Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co., Ltd. (Oceanwide) today reported that they have withdrawn and re-filed their joint voluntary notice with the Committee on Foreign Investment in the United States (CFIUS) a second time to provide CFIUS more time to review and discuss the proposed transaction between Genworth and Oceanwide contemplated under the merger agreement entered into by the parties on October 21, 2016.
CFIUS' acceptance of the joint voluntary notice will commence a new 30-day review period, which may be followed by an additional 45-day investigation period. Additional information about the CFIUS review process can be found in the definitive proxy statement filed by Genworth with the Securities and Exchange Commission on January 25, 2017.
Genworth and Oceanwide continue to actively engage in discussions with CFIUS; however, there can be no assurances that CFIUS will ultimately agree to clear the transaction.
In addition to CFIUS clearance, the closing of the proposed transaction remains subject to other conditions, including the receipt of required regulatory approvals in the U.S., China, and other international jurisdictions.
Genworth also announced that it recently received approval from the Delaware Department of Insurance and the Virginia Bureau of Insurance for the remaining internal reinsurance and recapture transactions required, under the merger agreement, as a condition to the purchase by a Genworth holding company of Genworth Life and Annuity Insurance Company from Genworth Life Insurance Company. These transactions have been completed with a July 1, 2017, effective date.
"The Genworth Board is fully committed to closing the transaction because it is the best option for our shareholders," said Tom McInerney, president and CEO of Genworth Financial. "This transaction also achieves the best outcome for the policyholders of our insurance companies and other important stakeholders. In addition, Genworth believes this transaction provides significant benefits to Americans because it allows Genworth, the leader in long term care insurance in the U.S., to remain a viable and strengthened competitor in the long term care insurance industry. Medicaid is the largest payor of long term care costs and already allocates 30 percent of its budget to long term care. Medicaid long term care costs are set to dramatically increase over the next 30 years and a strong, competitive private long term care insurance industry is critical to helping ease the financial burden on the government and taxpayers."
"Developing a long term care insurance market is also important in China, where there are 231 million people over the age of 60," said LU Zhiqiang, chairman of China Oceanwide Group. "We are working with Genworth to complete this transaction so that we can strengthen Genworth's financial position and the viability of its long term care business in the U.S. as well as bring Genworth's expertise in long term care insurance to our country for the benefit of our aging population."
Although Genworth and Oceanwide continue to be actively engaged with the relevant regulators regarding the pending applications, it now appears that the timing of the regulatory reviews will likely delay the completion of the transaction to later than the originally targeted time frame of the middle of 2017.
Genworth and Oceanwide are discussing an extension of the August 31, 2017, deadline set forth in the merger agreement and will make a final decision regarding the deadline in the coming weeks. Genworth and Oceanwide remain committed to satisfying the closing conditions under the merger agreement as soon as possible.
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.
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, 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; 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, 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 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.
SOURCE Genworth Financial, Inc.