CF Corporation’s Acquisition of Fidelity & Guaranty Life
CF Corporation (CF Corp.) and Fidelity & Guaranty Life (FGL), a leading provider of fixed indexed annuities and life insurance in the U.S., announced on May 24, 2017, a definitive merger agreement under which CF Corp. will acquire FGL in an all-cash transaction valued at approximately $1.835 billion. The transaction will enable CF Corp. to generate attractive returns for its shareholders by accelerating FGL’s growth and profitability through efficient structuring and improved investment management capabilities.
A link to the announcement press release, the status of merger press release, the Definitive Proxy Statement and supporting material, investor presentation and CF Corp.’s SEC Filings can be found below.
Forward Looking Statements
The communications herein include “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of CF Corporation (“CF Corp.”) and Fidelity & Guaranty Life (“FGL”) may differ from the expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, CF Corp.’s and FGL’s expectations and projections with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties (including without limitation regarding value creation, share price appreciation and return on equity) that could cause the actual results to differ materially from the expected results. Most of these factors are outside CF Corp.’s and FGL’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement relating to the proposed business combination, (2) the outcome of any legal proceedings that may be instituted against CF Corp. and FGL following the announcement of the merger agreement and the transactions contemplated therein; (3) the inability to complete the merger, including due to failure to obtain approval of the shareholders of CF Corp. or other conditions to closing in the merger agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from in insurance regulators) required to complete the transactions contemplated by the merger agreement; (5) the ability to achieve tax efficiencies or to achieve incremental investment returns from asset management; (6) the ability to identify and consummate accretive, value-added acquisitions; (7) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on a stock exchange following the business combination; (8) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (9) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (10) costs related to the business combination; (11) changes in applicable laws or regulations; (12) the possibility that FGL or the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risks set forth in any investor presentation relating to the business combination; and (14) other risks and uncertainties indicated from time to time in the proxy statement relating to the business combination, including those under “Risk Factors” therein, and in CF Corp.’s other filings with the Securities and Exchange Commission (“SEC”). CF Corp. cautions that the foregoing list of factors is not exclusive. CF Corp. cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. CF Corp. does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.