Genworth Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co. Ltd (Oceanwide) today announced they have agreed to a ninth waiver and agreement of each party's right to terminate the previously announced merger agreement. The ninth waiver and agreement extends the previous deadline of March 15, 2019 to April 30, 2019 in consideration of pending regulatory reviews.
Genworth and Oceanwide continue to diligently pursue approval by Canadian regulators of the transaction. As previously disclosed, the parties' discussions with the Canadian regulators have to date been focused on national security matters, including data protections and the safeguarding of our customers' personally identifiable information, consistent with the Enhanced Data Security Program that Genworth and Oceanwide have undertaken in connection with the clearance of the transaction by the Committee on Foreign Investment in the United States (CFIUS). While Genworth and Oceanwide have fully responded to all information requests to date, the Canadian regulators have not outlined a timeframe for the completion of their review of the transaction or requested any additional information at this time.
Should closing of the transaction extend past March 31, 2019, timing of the initial tranche of both the previously announced $1.5 billion Oceanwide post-closing capital plan and the $175 million post-closing capital commitment to Genworth Life Insurance Company (GLIC) from Genworth Holdings, Inc. would need to be adjusted. Genworth and Oceanwide intend to discuss any such adjustment with applicable regulators and Fannie Mae and Freddie Mac (GSEs).
Furthermore, to close the transaction, Oceanwide will need to receive clearance in China for currency conversion and the transfer of funds.
Approval by the U.S. Financial Industry Regulatory Authority (FINRA) also remains outstanding, but pursuant to FINRA rules, the transaction may proceed and closing may occur before such approval is obtained.
"Despite the delay in obtaining certain approvals, we remain committed to the transaction as illustrated by this merger agreement extension," said Tom McInerney, president and CEO of Genworth Financial. "We hope to be able to reach an agreement with Canada soon, and are diligently working through the impact of the deadline extension with certain regulators to close the transaction as soon as possible."
Said LU Zhiqiang, chairman of Oceanwide, "We remain committed to our transaction with Genworth, and are working to obtain the remaining outstanding regulatory approvals and clearances. We look forward to closing the transaction 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.
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.
