RICHMOND, Va., Oct. 22, 2019 /PRNewswire/ -- Genworth
Financial, Inc. (NYSE: GNW) (Genworth) today announced it received
feedback from Canadian regulators with respect to the transaction
(the "Proposed Transaction") pursuant to which Brookfield Business
Partners L.P. (Brookfield Business Partners) has agreed to purchase
Genworth's majority interest in Genworth MI Canada Inc. (Genworth
Canada).
As previously disclosed, discussions with the Canadian
regulators with respect to the acquisition of Genworth by China
Oceanwide Holdings Group Co., Ltd. (Oceanwide) and its affiliates
(the "Oceanwide Transaction") were focused on national security
matters, including data protection and the safeguarding of our
customers' information. The Canadian regulators continue to focus
on those same matters in connection with their review of the
pending sale of Genworth Canada to Brookfield Business Partners
under the Insurance Companies
Act (Canada). In
particular, they are focused on the continued protection of
Canadian customer data during the period after the closing of the
Proposed Transaction when Genworth will be providing certain
transition services to Genworth Canada before it transitions away
from Genworth's information technology
platforms.
Genworth and Brookfield Business Partners remain committed to
the Proposed Transaction and are working to assure the Canadian
regulators that Canadian customers' information has appropriate
protections. Genworth and Brookfield Business Partners have
received all other required approvals to complete the sale of
Genworth Canada and continue to target a closing of the Proposed
Transaction by the end of 2019.
As previously disclosed, Genworth is selling its stake in
Genworth Canada to facilitate the completion of the Oceanwide
Transaction. Genworth and Oceanwide previously extended the merger
agreement deadline to not later than December 31, 2019. Genworth also believes that
the sale of its stake in Genworth Canada would allow it to increase
its financial flexibility, whether or not the Oceanwide Transaction
is consummated.
"Genworth has significant expertise in implementing security
protocols that satisfy data security concerns as a result of the
successful implementation of our Enhanced Data Security Program,"
said Tom McInerney, president and
CEO of Genworth Financial. "We are confident in our ability
to satisfy the Canadian government's requirements in order to move
forward with the sale of Genworth Canada, which is the best path
forward to ultimately close the transaction with Oceanwide. The
Oceanwide transaction continues to represent the best value for
Genworth's shareholders."
Added LU Zhiqiang, chairman of Oceanwide: "We remain committed
to the transaction with Genworth and share Genworth's commitment to
bringing this process to a successful conclusion as soon as
possible."
Genworth will provide a further update with respect to both
ongoing transactions on its third quarter earnings call on
October 30, 2019 at 8:00 a.m. ET.
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.
Cautionary Note Regarding Forward-Looking
Statements
This press release 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, as well as statements regarding the sale of Genworth
Canada and the receipt of required approvals relating
thereto. 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 sale
of Genworth Canada 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, including the regulatory approvals
needed for the consummation of the sale of Genworth Canada, or the
possibility that they may delay the sale of Genworth Canada 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 sale of
Genworth Canada may not be satisfied or the risk that the
transaction with Oceanwide might not close regardless of a sale of
Genworth Canada; (iv) continued availability of capital and
financing to Genworth before the consummation of the sale of
Genworth Canada; (v) changes in applicable laws or regulations;
(vi) Genworth's ability to recognize the anticipated benefits
of the sale of Genworth Canada; (vii) Genworth's and/or
Oceanwide's inability to obtain regulatory approvals or clearances
for the Oceanwide Transaction or extensions or renewals thereof, or
the possibility that regulatory approvals or clearances may further
delay the transaction with Oceanwide or will not be received prior
to December 31, 2019 (and either or both of the parties may
not be willing to further waive their contractual termination
rights beyond December 31, 2019) or that materially burdensome
or adverse regulatory conditions may be imposed in connection with
any such regulatory approvals or clearances (including those
conditions that either or both of the parties may be unwilling to
accept) 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; (viii) the impact of changes
in interest rates and political instability; (ix) further rating
agency actions and downgrades in Genworth's financial strength
ratings; (x) the amount of the costs, fees, expenses and other
charges related to the commitment letter from Brookfield Business
Partners L.P.; (xi) market conditions that may make it difficult to
obtain funding; (xii) potential further impairments to Genworth's
access to funding due to its credit or financial strength ratings
and its financial condition; (xiii) the sufficiency of Genworth's
internal liquidity sources to meet its needs and its access to
capital may be limited or unavailable; (xiv) the risk that the
transaction with Oceanwide may not be completed in a timely manner
or at all; (xv) the risk that existing and potential legal
proceedings may be instituted against Genworth in connection with
the sale of Genworth Canada or the transaction with Oceanwide that
may delay the sale of Genworth Canada or the transaction with
Oceanwide, make them more costly or ultimately preclude them; 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, 2019. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Actual results may vary materially from those contained
in the forward-looking statements. 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.