Presidential Life Corporation (“Presidential”) (NASDAQ: PLFE) announced
that Presidential’s stockholders, at a special meeting of stockholders
held earlier today, approved the proposal to adopt the previously
announced agreement and plan of merger (the “Merger Agreement”), dated
July 12, 2012, as amended from time to time, among Athene Annuity & Life
Assurance Company (“Athene”), Eagle Acquisition Corp., a wholly-owned
subsidiary of Athene, and Presidential. Of the shares voted at the
special meeting, approximately 98.61% were voted in favor of the
adoption of the Merger Agreement, which represented approximately 60.2%
of the total outstanding shares of common stock of Presidential as of
the November 8, 2012 record date. A quorum of approximately 61.05% of
Presidential’s total outstanding shares of common stock as of the record
date were voted by proxy or in person.
The consummation of the merger remains subject to the satisfaction or
waiver of the closing conditions set forth in the Merger Agreement,
including obtaining governmental and regulatory approvals. It is
currently expected that the merger will close on December 28, 2012.
About Presidential Life Corporation
Presidential, through its wholly owned subsidiary, Presidential Life
Insurance Company, markets and sells a variety of fixed annuity, life
insurance and accident and health insurance products. Through
Presidential Life Insurance Company, Presidential is licensed to market
its products in all 50 states and the District of Columbia. Further
information about Presidential is available on the Internet at www.presidentiallife.com.
Forward-Looking Statements
This press release, as well as certain other statements made by
Presidential, may constitute or contain forward-looking statements
within the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 that reflect, when made, Presidential’s current views
with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject
to risks and uncertainties, as well as assumptions that, if they do not
materialize or prove correct, could cause results to differ materially
from those expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including statements of: (a)
Presidential’s plans; (b) the outcome of contingencies; (c) beliefs or
expectations; and (d) assumptions underlying any of the foregoing.
Forward-looking statements may be identified by their use of
forward-looking terminology, such as “believes,” “expects,” “may,”
“should,” “would,” “will,” “intends,” “plans,” “estimates,”
“anticipates,” “projects” and similar words or expressions. You should
not place undue reliance on these forward-looking statements, which
reflect management’s opinions only as of the date of this release.
Because these forward-looking statements are based on estimates and
assumptions that are subject to significant business, economic and
competitive risks and uncertainties, many of which are beyond
Presidential’s control or are subject to change, actual results could be
materially different.
Factors that might cause such a difference include, without limitation,
the following:
-
the possibility that the closing of the transaction described in this
press release does not occur or is delayed, either due to the failure
of closing conditions or other reasons; and
-
risks detailed from time to time in Presidential’s public filings with
the SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2011, filed with the SEC on March 15, 2012, its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2012, filed with
the SEC on May 9, 2012, its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2012, filed with the SEC on August 8, 2012, its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2012, filed with the SEC on November 9, 2012, and the proxy materials
filed in connection with obtaining shareholder approval of the merger
transaction.
Other factors not currently anticipated by management may also
materially and adversely affect the closing of the transaction described
in this press release. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of their dates.
Presidential undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.