The Company's board of directors, other than certain conflicted directors (the "Board"), unanimously approved the Transaction following a unanimous recommendation of a special committee of independent directors (the "Special Committee"). Both the Special Committee and the Board determined that the Transaction is in the best interests of the Company and the Board unanimously recommends that Shareholders vote in favour of the Transaction at the Special Meeting.
Voting at Virtual Meeting of Shareholders
The Special Meeting will be held on
In addition, at the Special Meeting, Shareholders will also be asked to consider, and, if deemed advisable to pass, with or without variation, special resolutions of the Shareholders authorizing (i) an amendment to the articles of the Company to create an unlimited number of a new class of voting preferred shares (the "Voting Preferred Share Resolution"), and (ii) an amendment to the articles of the Company to change the name of the Company from "
The Circular, form of proxy, voting instruction form and letter of transmittal, as applicable, for the Special Meeting contain comprehensive information with respect to how registered and beneficial Shareholders may vote on the matters to be considered at the Special Meeting. The Circular is also available on the Company's profile at www.sedar.com and on its website at https://investor.sagen.ca. Only Shareholders of record as of the close of business on
The deadline for completed proxies to be received by the Company's transfer agent is
The Company will be holding the Special Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/427250688, password "genworth2020" (case sensitive). During the audio webcast, Shareholders will be able to hear the Special Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Special Meeting is being held. The Circular provides important and detailed instructions about how to participate at the virtual Special Meeting.
Receipt of Interim Court Order
The Company today also announced that on
Subject to the receipt of the requisite approval of the Shareholders, the final approval of the Transaction by the Court, approval by the federal Minister of Finance, and the satisfaction of other customary conditions, the Transaction is expected to close in the first half of 2021.
About Genworth MI Canada Inc.
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Caution regarding forward-looking information and statements
Certain statements made in this news release contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). When used in this news release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company are intended to identify forward-looking statements. Specific forward-looking statements in this document include, but are not limited to, statements with respect to various approvals necessary in connection with the Transaction, including the Special Meeting, approval by the federal Minister of Finance, the final approval of the Court and the anticipated timing for closing the Transaction.
The forward-looking statements contained herein are based on certain factors and assumptions, certain of which appear proximate to the applicable forward-looking statements contained herein. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict, that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Actual results or developments may differ materially from those contemplated by the forward-looking statements.
The Company's actual results and performance could differ materially from those anticipated in these forward-looking statements as a result of both known and unknown risks, such as those that are inherent in the nature of the Transaction, including: (i) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (ii) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (iii) risks relating to the Company's ability to retain and attract key personnel during the interim period; (iv) the possibility of litigation relating to the Transaction; (v) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates or unemployment rates; (vi) risks and uncertainties relating to information management, technology, changes in law, competition and seasonality; and (viii) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction.
This is not an exhaustive list of the factors that may affect any of the Company's forward-looking statements. Some of these and other factors are discussed in more detail in the Company's Annual Information Form (the "AIF") dated
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