Fidelity National Financial And FGL Holdings Announce Anticipated Deadline For Election Of Merger Consideration
The election deadline may be changed, in which case FNF and F&G will issue a press release announcing the new election deadline. The closing of the proposed merger transaction remains subject to the satisfaction of certain closing conditions, including approval by F&G shareholders. F&G shareholders who hold shares through a bank, broker, trust company or other nominee may be subject to an earlier election deadline and should carefully review any materials received in connection with their F&G shares for instructions regarding the election of merger consideration.
As previously announced, F&G shareholders can elect to receive, without interest and subject to any required withholding of taxes, (i)
F&G shareholders failing to make a valid election by the election deadline will be considered a no election shareholder and will have their F&G shares converted into the right to receive the cash consideration or stock consideration in accordance with the proration procedures as set forth in the merger agreement. F&G shareholders are urged to consult their tax advisors for a full understanding of the tax consequences of exchanging F&G shares for the cash consideration and/or stock consideration.
The documents necessary for F&G shareholders to make an election as to the type of merger consideration to be received were mailed starting on or about
To make an election, F&G shareholders must deliver to
Cautionary Note Regarding Forward-Looking Statements
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements relating to F&G and FNF, including statements relating to the proposed transaction and related matters. Such statements are subject to risks and uncertainties, many of which are beyond the control of F&G and FNF, that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of the management of F&G and FNF, respectively. Forward-looking statements are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Factors that could cause actual results, events and developments to differ include, without limitation: (1) changes in general economic, business and political conditions, including changes in the financial markets; (2) the outcome of any legal proceedings that may be instituted against F&G or FNF following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the merger agreement, including due to failure to obtain approval of the shareholders of F&G or other conditions to closing in the merger agreement; (4) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or could otherwise cause the transactions contemplated by the merger agreement to fail to close; (5) the risk that the transactions contemplated by the merger agreement disrupt current plans and operations of F&G or FNF as a result of the announcement thereof; (6) the ability to recognize the anticipated benefits of the transactions contemplated by the merger agreement, which may be affected by, among other things, competition, the ability of the management of F&G and FNF to grow and manage their respective businesses profitably and to retain their key employees; (7) costs related to the transactions contemplated by the merger agreement; (8) changes in applicable laws or regulations; (9) the risk that the mergers may not be treated as a single integrated transaction that qualifies as a "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as amended, in which case the transactions contemplated by the merger agreement would be treated as a taxable sale by
All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Neither F&G nor FNF undertakes any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by law.
Additional Information about the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between F&G and FNF, which is the subject of a registration statement and relevant solicitation materials filed by FNF with the
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
View original content to download multimedia:http://www.prnewswire.com/news-releases/fidelity-national-financial-and-fgl-holdings-announce-anticipated-deadline-for-election-of-merger-consideration-301055109.html
Fidelity National Financial, Inc.: Investors, Jamie Lillis, Managing Director, Solebury Trout, firstname.lastname@example.org, 203.428.3223; FGL Holdings: Investors, Jon Bayer, email@example.com, 410.487.8898; Media, Renee Hamlen, firstname.lastname@example.org, 515.850.5704; Jonathan Keehner / Tim Ragones / Kate Thompson, Joele Frank, Wilkinson Brimmer Katcher, 212.355.4449