Delphi Stockholders Approve Acquisition by Tokio Marine
13 Marzo 2012 - 10:21AM
Business Wire
Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) announced that,
at a special meeting of stockholders held earlier today, its
stockholders voted to adopt and approve the previously announced
merger agreement with Tokio Marine Holdings, Inc. (TMHD) and TM
Investment (Delaware) Inc., a wholly-owned subsidiary of TMHD.
Delphi’s stockholders also voted to adopt an amendment to Delphi’s
certificate of incorporation to permit holders of Class B common
stock to receive higher consideration than holders of Class A
common stock in the merger as contemplated by the merger agreement.
Under the terms of the merger agreement, TMHD will acquire all
outstanding shares of Delphi for $43.875 per Class A share and
$52.875 per Class B share in cash. In addition, Delphi stockholders
will receive $1.00 in cash per share pursuant to a one-time special
dividend from Delphi for each share of Class A and Class B stock
they own.
According to a preliminary report of the inspector of election,
more than 99.3 percent of the votes cast by unaffiliated
stockholders and 71.9 percent of the unaffiliated shares
outstanding were voted in favor of the merger. More than 86.1
percent of the voting power of the outstanding shares of Delphi’s
common stock were voted in favor of the merger.
The acquisition is subject to the approval of various regulatory
authorities in Japan and the U.S., as well as other customary
closing conditions. The transaction is expected to close in the
second quarter of 2012.
About Delphi Financial Group, Inc.
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 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.
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