Merger Agreement - China Oceanwide Holdings Group agreed to buy Genworth Financial Inc. for $2.7 billion in US dollars

Acquiree: Genworth Financial Inc is a financial security company. It provides insurance, wealth management, investment and financial solutions. Headquartered in Richmond, Virginia, Genworth traces its roots back to 1871 and became a public company in 2004

Acquirer: China Oceanwide is a privately held, family owned international financial holding group founded by Mr. Lu Zhiqiang. Headquartered in Beijing, China, 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. Businesses controlled by China Oceanwide have more than 10,000 employees globally

1. Price: China Oceanwide Holdings Group agreed to buy Genworth Financial Inc. for $2.7 billion in US dollars. On October 21, 2016, Genworth entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“Asia Pacific”), and Asia Pacific Global Capital USA Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Asia Pacific (“Merger Sub”), pursuant to which Merger Sub will merge with and into Genworth, subject to the terms and conditions of the Merger Agreement, with Genworth surviving the Merger as an indirect, wholly owned subsidiary of Asia Pacific, and an indirect subsidiary of China Oceanwide Holdings Group Co., Ltd., a limited liability company incorporated in the People’s Republic of China.
2. Acquisition cost: cash offer (US$5.43 a share), China Oceanwide has agreed to acquire all of the outstanding shares of Genworth for a total transaction value of approximately $2.7 billion, or $5.43 per share in cash. The acquisition will be completed through Asia Pacific Global Capital Co. Ltd., one of China Oceanwide's investment platforms. As part of the transaction, China Oceanwide has additionally committed to contribute to Genworth $600 million of cash to address the debt maturing in 2018, on or before its maturity, as well as $525 million of cash to the U.S. life insurance businesses.
3. Deadline of merger (Q2 2017): Genworth expects the proposed transaction to be completed by the middle of 2017, subject to certain closing conditions including receipt of required regulatory approvals
4. Breakup contingencies (not disclosed): The transaction has been approved by both companies' boards of directors. Shareholders of Genworth Financial Inc. voted to approve the company’s proposed acquisition by a China-based investment company. The company said about 96 percent of votes cast were voted in favor of the merger, representing 71 percent of Genworth’s total outstanding shares of common stock as of the record date for the special meeting. Upon the completion of the transaction, Genworth will be a standalone subsidiary of China Oceanwide and Genworth's senior management team will continue to lead the business from its current headquarters in Richmond, Virginia.

Government antitrust possibilities: The deal still has to get approval from about a dozen regulatory agencies in the United States and overseas, including the Virginia Bureau of Insurance, and regulators in Delaware, New York and North Carolina. The Committee on Foreign Investment in the United States, a federal interagency committee, also must approve the deal, along with various regulators in foreign nations where Genworth does business. Goldman, Sachs & Co. and Lazard are acting as financial advisors to Genworth. Willkie, Farr & Gallagher LLP and Weil, Gotshal & Manges LLP are acting as legal advisors to Genworth, and Richards, Layton & Finger is acting as legal advisor to the Genworth Board of Directors. Citi and Willis Capital Markets & Advisory are acting as financial advisors to China Oceanwide and Sullivan & Cromwell and Potter Anderson & Corroon LLP are acting as legal advisors to China Oceanwide.