Mergers & Acquisitions

Genworth and Oceanwide Extend Merger Agreement

‘Unstacking’ condition waived

RICHMOND, Va., Aug. 14, 2018 /PRNewswire/ — Genworth Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co., Ltd. (Oceanwide) today announced they have agreed to a sixth waiver and agreement of each party’s right to terminate the previously announced merger agreement. The sixth waiver and agreement extends the previous deadline of August 15, 2018 to December 1, 2018 to allow additional time to complete the regulatory review process.

The sixth waiver and agreement also waives the unstacking of Genworth Life and Annuity Insurance Company (GLAIC) from Genworth Life Insurance Company (GLIC), regulatory approval of which had been a condition of Oceanwide’s obligation to close the merger, as well as each party’s respective covenants with respect to the unstacking, including Oceanwide’s obligation to contribute $525 million to facilitate the unstacking. The waiver also waives Oceanwide’s obligation to contribute $600 million to Genworth for the repayment of the company’s debt obligations due May 2018, which, as previously disclosed, has been retired with the proceeds from a term loan and cash on hand.

$1.5B To Genworth

Separately, Oceanwide has agreed to a capital investment plan under which Oceanwide and/or its affiliates will contribute an aggregate of $1.5 billion to Genworth over time following consummation of the merger, with the final amounts of the plan to be contributed by March 31, 2020. Such contribution will be subject to the closing of the merger and the receipt of required regulatory approvals. The contribution would be used to further improve Genworth’s financial stability, which may include retiring Genworth’s debt due in 2020 and 2021 or enabling future growth opportunities.

The closing of the proposed transaction remains subject to the receipt of required regulatory approvals in the U.S., China and other international jurisdictions and other closing conditions. As previously announced, the Committee on Foreign Investment in the United State (CFIUS) completed its review of the proposed transaction and concluded that there are no unresolved national security concerns.

“Oceanwide and Genworth are working hard to close the transaction as quickly as possible,” said Tom McInerney, Genworth president and CEO. “Genworth continues to believe that the transaction is the best path forward for our stockholders and other stakeholders.”

Genworth continues to believe that the transaction is the best path forward for our stockholders and other stakeholders...

Added LU Zhiqiang, chairman of Oceanwide: “I am pleased with our progress to date and look forward to closing the transaction, which will bring financial stability to Genworth’s businesses in the U.S. and allow us to export Genworth’s insurance expertise and insurance solutions to China.”

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.