Announcement • Oct 03
Asia Pacific Global Capital Co., Ltd entered into a definitive agreement to acquire Genworth Financial, Inc. (NYSE:GNW) for $2.8 billion.
Asia Pacific Global Capital Co., Ltd entered into a definitive agreement to acquire Genworth Financial, Inc. (NYSE:GNW) for $2.8 billion in cash on October 21, 2016. Under the terms, Asia Pacific Global will acquire all of the outstanding shares, restricted stock units, performance-based stock units and deferred stock units of Genworth for $5.43 per share in cash. Concurrently with the execution of the merger agreement, and as a condition to the Genworth’s willingness to enter into the merger agreement, each of China Oceanwide Holdings Group Co., Ltd., parent of Asia Pacific Global, Oceanwide Capital Investment Management Group Co. Ltd. and Wuhan CBD Development & Investment Co., Ltd. has executed and delivered to Asia Pacific Global and Genworth an equity commitment letter, dated as of October 21, 2016, pursuant to which, subject to the terms and conditions set forth therein, the investors committed to purchase or cause to purchase equity securities of Asia Pacific Global for cash with the proceeds to be used to finance the payment of the per share merger consideration. As of April 8, 2020, Oceanwide has informed Genworth that the financing arrangement between Oceanwide and Hony Capital for $2 billion has been extended to June 30, 2020. Genworth will pay termination fee of $105 million to Asia Pacific Global Capital and Asia Pacific Global Capital will pay a fee of $210 million on termination.
Upon the completion of the transaction, Genworth’s senior management team will continue to lead the business from its current headquarters in Richmond, Virginia. Genworth intends to maintain its existing portfolio of businesses, including its MI businesses in Australia and Canada. The transaction is subject to approval by Genworth’s stockholders at a meeting to be held on March 7, 2017, as well as other closing conditions, including expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act , the receipt of requisite approvals from, and satisfaction of notification and/or registration requirements of, the National Development and Reform Commission of the PRC, Ministry of Commerce of the PRC, the State Administration of Foreign Exchange of the PRC or their respective local counterparts, receipt by Genworth and Asia Pacific Global of certain other requisite regulatory and other governmental approvals, non-disapprovals or confirmations, as applicable, from Fannie Mae and Freddie Mac, the Financial Industry Regulatory Authority, the Committee on Foreign Investment in the United States, certain U.S. insurance regulators and certain Canadian, Australian and New Zealand regulator, receipt of certain regulatory approvals necessary to consummate the transfer by Genworth Life Insurance Company of its ownership of Genworth Life and Annuity Insurance Company, in whole, to an intermediate holding company and certain planned restructuring transactions to be consummated by Genworth Financial. The transaction is also subject to approval of a separate transaction.
The special meeting of Genworth’s shareholders to approve the transaction will be held on December 13, 2018. The Board of Directors of China Oceanwide approved the deal and the Board of Directors Genworth unanimously approved the transaction and resolved to recommend adoption of the merger agreement to the holders of shares. As of December 16, 2016, the transaction received early termination notice of antitrust approval waiting period. As of March 7, 2017, shareholders of Genworth Financial approved the deal. As on September 14, 2017, Virginia State Corporation Commission, Bureau of Insurance approved the deal. As on October 4, 2017, North Carolina Department of Insurance approved the deal. As of October 9, 2017, South Carolina Department of Insurance and Vermont Insurance Division have approved the transaction. As on February 7, 2018, refiling was done to Committee on Foreign Investment in the United States for securing the approval. As of June 9, 2018, a U.S. panel that approves foreign investments has approved the merger. As of November 2, 2018, Federal Trade Commission granted early termination notice. As of December 21, 2018, Fannie Mae and Freddie Mac have approved the transaction. As of January 11, 2019, Virginia State Corporation Commission, Bureau of Insurance, Virginia regulator, insurance regulators in North Carolina, South Carolina and Vermont reapproved the transaction after the parties filed supplemental information to reflect changes to the transaction. As of January 11, 2019, the closing of the transaction remains subject to other conditions, including the receipt of other required regulatory approvals in the U.S., China and Canada. As of January 14, 2019, the New York State Department of Financial Services approved the transaction. With NY DFS' approval, the transaction has received all required U.S. insurance regulatory approvals. The transaction has also been approved by the Virginia State Corporation Commission, Bureau of Insurance.
The transaction is expected to complete by the middle of 2017. On August 2, 2017, Genworth Financial and China Oceanwide have extended their merger agreement deadline to November 30, 2017. On November 29, 2017, Genworth Financial and China Oceanwide agreed to waive until April 1, 2018 its right to terminate the agreement and abandon the merger due to a failure of the merger to have been consummated on or before November 30, 2017. As on March 27, 2018, Genworth Financial and Asia Pacific Global agreed to waive until July 1, 2018 its right to terminate the merger agreement and abandon the merger due to a failure of the merger to have been consummated on or before April 1, 2018. As of June 28, 2018, Genworth Financial and Asia Pacific Global agreed to waive until August 15, 2018 its right to terminate the merger agreement and abandon the merger due to a failure of the merger to have been consummated on or before July 1, 2018 to allow additional time for continued regulatory review of the transaction. As of August 1, 2018, transaction is expected to close in the fourth quarter of 2018. As of August 14, 2018, Genworth Financial and Asia Pacific Global agreed to waive until December 1, 2018 its right to terminate the merger agreement and abandon the merger due to a failure of the merger to have been consummated on or before August 15, 2018.
Goldman, Sachs & Co. and Lazard Frères & Co. LLC acted as financial advisors and fairness opinion providers to Genworth. Alexander M. Dye, Rajab S. Abbassi, Allison Tam, Matthew Stern, Michael Katz, Christopher Peters, David Mortlock, Christopher Petito, Elizabeth Bannigan, Russell Smith, Miriam Bishop, Hania Masud, Tim Porter, Alexis Anzelone, Amir Ghavi, Geri Anne McEvoy, Rachel Berk, Yevgeniy Markov, David Stauber, Isabel Araujo and Dunia Rkein of Willkie, Farr & Gallagher LLP; and Raymond Gietz, Greg Danilow, Mariel Cruz, Natalia Caruso, Drew Katigan, Paul Wessel, August Huelle, Corey Chivers, Peter Byrne, Howard Dicker and Ade Heyliger of Weil, Gotshal & Manges LLP acted as legal advisors to Genworth while Richards, Layton & Finger is acting as legal advisor to the Genworth's Board of Directors. Citigroup and Willis Capital Markets & Advisory acted as financial advisors to China Oceanwide, parent of Asia Pacific Global Capital Co., Ltd. Stephen M. Kotran, Robert G. DeLaMater, Marion C. Leydier, Kimberly Meng Han, Wallace Bao, Mengshan Xu, Robert M. Fettman, Matthew M. Friestedt, J. Michael Snypes Jr., Douglas A. Sarro, Spencer F. Simon, Samuel Hollander, Matthew J. Brennan, David C. Spitzer, Eric M. Lopata, Juan Rodriguez, Eric H. Queen, S. Neal McKnight, Jennifer L. Lee, Eric J. Kadel Jr., Frederick Wertheim, Tracey E. Russell and Paul E. Hubble of Sullivan & Cromwell and Potter Anderson & Corroon LLP acted as legal advisors to China Oceanwide. Georgeson Inc. acted as the proxy solicitor to Genworth. Georgeson will be paid a fee of $25,000.