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FOR IMMEDIATE RELEASE DELPHI FINANCIAL ANNOUNCES SETTLEMENT WITH CLASS ACTION PLAINTIFFS REGARDING ACQUISITION BY TOKIO MARINE
Wilmington, Delaware, April 9, 2012 - Delphi Financial Group,
Inc. (Delphi) (NYSE:DFG) announced today that Delphi, Tokio
Marine Holdings, Inc. (Tokio Marine) and the other named
defendants have agreed to settle In re Delphi Financial Group
Shareholder Litigation, Consolidated C.A. No. 7144-VCG, the
consolidated action brought in connection with the merger of
Delphi and a subsidiary of Tokio Marine. If the settlement is
finalized and approved, Delphi's Class A stockholders and
option holders as of the effective time of the merger, other
than the defendants to the consolidated action and their
affiliates, will receive their pro rata portion of a payment
equal to $49 million less plaintiffs' counsel fees and
expenses, which have not yet been determined. The payment
will be made after and subject to approval of the settlement
agreement by the Court of Chancery of the State of Delaware.
A hearing to consider the settlement is expected to occur
subsequent to the closing of the merger. The amount of
plaintiffs' counsel fees and expenses will be determined at
or after the time the Court of Chancery approves the
settlement agreement.
The settlement is contingent upon, among other things,
definitive documentation, completion of the merger and
approval by the Court of Chancery of the State of Delaware.
In the event the court does not approve the settlement or the
other conditions are not satisfied, the Delphi defendants
will continue to vigorously defend all claims.
The payment described above is separate and distinct from the
merger consideration payable to Delphi's Class A
stockholders. Under the terms of the previously announced
merger agreement with Tokio Marine and TM Investment
(Delaware) Inc., a wholly-owned subsidiary of Tokio Marine,
Class A stockholders will receive $43.875 per Class A share.
In addition, Class A stockholders will receive $1.00 in cash
per Class A share pursuant to a one-time special dividend
from Delphi for each share of Class A stock they own.
Delphi also announced today that the merger has been approved
by the insurance regulators of the states of Illinois,
Missouri, New York and Texas and the Cayman Islands and that
the applicable waiting period under the competition laws of
Hawaii has expired. The closing of the merger remains subject
to approval by the Financial Services Agency of Japan and the
satisfaction of other customary closing conditions. The
transaction is expected to close in the second quarter of
2012.
Delphi Financial Group, Inc. is a financial services company focused on specialty insurance and insurance-related businesses. Delphi is a leader in managing all aspects of employee absence to enhance the productivity of its clients and provides the related group insurance coverages: long-term and short-term disability, life, excess workers' compensation for self-insured employers, large casualty programs including large deductible workers' compensation, travel accident, dental and limited benefit health insurance. Delphi's asset accumulation business emphasizes individual annuity products. Delphi's common stock is listed on the New York Stock Exchange under the symbol DFG and its corporate website address is www.delphifin.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may constitute
"forward-looking statements." Actual results could differ
materially from those projected or forecast in the
forward-looking statements. The factors that could cause
actual results to differ materially include those referred to
in filings of Delphi Financial Group, Inc. ("Delphi") with
the U.S. Securities and Exchange Commission, as well as the
following: operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or
suppliers) may be greater than expected following the
announcement of the transaction; the retention of certain key
employees at Delphi; the conditions to the completion of the
proposed transaction may not be satisfied, or the regulatory
approvals required for the proposed transaction may not be
obtained on the terms expected or on the anticipated
schedule; the conditions to the settlement of the litigation
described above may not be satisfied; the parties may not be
able to meet expectations regarding the timing, completion
and accounting and tax treatments of the proposed
transaction. Tokio Marine Holdings, Inc. and Delphi assume no
obligation, and expressly disclaim any obligation, to update
the information in this communication, except as otherwise
required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only
as of the date hereof.
Contact: Investors:
Bernard J. Kilkelly, Vice President-Investor Relations
Delphi Financial Group, Inc. Email: bkilkelly@dlfi.com Tel:
+1-212-303-4349
Press:
Steve Lipin Gemma Hart Brunswick Group LLC Tel:
+1-212-333-3810
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