Fidelity National Financial And FGL Holdings Announce Preliminary Merger Consideration Election Results
As previously announced, F&G shareholders were able to elect to receive, without interest and subject to any required withholding of taxes, (i)
Based on the available information as of the election deadline, the preliminary election results were:
- Holders of 176,352,291 F&G ordinary shares, representing approximately 87.8% of the 200,758,987 outstanding F&G ordinary shares that were entitled to make an election pursuant to the merger agreement, elected to receive the cash consideration (the "cash election shares").
- Holders of 3,488,854 F&G ordinary shares, representing approximately 1.7% of the 200,758,987 outstanding F&G ordinary shares that were entitled to make an election pursuant to the merger agreement, elected to receive the stock consideration (the "stock election shares").
- Holders of 20,917,842 F&G ordinary shares, representing approximately 10.5% of the 200,758,987 outstanding F&G ordinary shares that were entitled to make an election pursuant to the merger agreement, did not make an election.
The foregoing results are preliminary only, and final certified results are not expected to be available until shortly before closing.
Based on the preliminary results described above, there was an oversubscription of the cash election. Therefore, the cash election shares are expected to be converted into the right to receive a combination of stock consideration and cash consideration, and the stock election shares and any shares with respect to which an election was not made prior to the election deadline are expected to be converted into the right to receive all stock consideration, pursuant to the terms set forth in the merger agreement. After the final results of the merger consideration election process are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the merger agreement.
A press release announcing the final election results and merger consideration will be issued after the final consideration is determined.
The extraordinary general meeting of F&G shareholders is scheduled to be held virtually on
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.
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Contact - Fidelity National Financial, Inc. Investors: Jamie Lillis, Managing Director, Solebury Trout, firstname.lastname@example.org, 203.428.3223; Contact - 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