LAS VEGAS and DES MOINES, Iowa, Oct.
6, 2017 /PRNewswire/ -- CF Corporation (NASDAQ: CFCO) ("CF Corp."), a special purpose acquisition company, and
Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of fixed indexed annuities and life insurance in the U.S.,
today reported on the status of their previously announced merger transaction in which CF Corp. has agreed to acquire FGL for
$31.10 per share in cash, or a total of approximately $1.835 billion,
plus the assumption of $405 million of existing debt.
On October 6, 2017, the Insurance Commissioner of the State of
Iowa issued a Notice of Public Hearing to be held on Tuesday, November 7, 2017 (the
"Hearing"). The purpose of the Hearing is for the Iowa Insurance Division to consider whether the proposed acquisition of
the Company complies with the standards set forth under applicable Iowa insurance laws. In
addition, review of the acquisition by the New York Department of Financial Services is progressing; and the parties anticipate
closing the acquisition by year end 2017.
Transaction Website
A website with additional information on the transaction can be found here: www.cfcorpandfidelity.com.
About CF Corporation
CF Corporation's primary objective is to build an enduring, high quality business by using permanent capital, a core tenet of
the CF Corp. structure. CF Corp. also has the largest individual founder coinvestment in a U.S. special purpose acquisition
company, which results in alignment of interests with CF Corp.'s investors.
About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its
subsidiaries, the company offers fixed annuity and life insurance products distributed by independent agents through an
established network of independent marketing organizations. For more information, please visit www.fglife.com.
Forward-Looking Statements
This press release contains, and certain oral statements made by representatives of CF Corp. and FGL, and their respective
affiliates, from time to time may contain, "forward-looking statements" within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. CF Corp.'s and FGL's actual results may differ from their 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," "might" and "continues," 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
with respect to future performance and anticipated financial impact 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 that could cause actual results to differ materially from 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. or FGL following the announcement of the merger agreement and the
transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to satisfy
the conditions to closing in the merger agreement; (4) delays in obtaining or the inability to obtain necessary regulatory
approvals (including approval from insurance regulators) required to complete the transactions contemplated by the merger
agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the
merger agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing
of the post-acquisition company's ordinary shares on a national stock exchange following the business combination; (7)
the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of
the business combination; (8) 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; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the
possibility that FGL or the combined company may be adversely affected by other economic, business, and/or competitive factors;
and (12) other risks and uncertainties identified in CF Corp.'s proxy statement relating to the business combination, including
those under "Risk Factors" therein, and in CF Corp.'s and FGL's other filings with the SEC. CF Corp. and FGL caution that the
foregoing list of factors is not exclusive. CF Corp. and FGL caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. CF Corp. and FGL do 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, subject to applicable law. The information
contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press
release.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an
offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
CF Corporation Contacts:
Douglas B. Newton, Chief Financial Officer
CF Corporation
212-355-5515
Jonathan Keehner / Julie Oakes / Tim
Ragones
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
FGL Contacts:
Investors:
Diana Hickert-Hill
Fidelity & Guaranty Life
Investor.Relations@fglife.com
410-487-0992
Media:
Jamie Tully / David Millar
Sard Verbinnen & Co
212-687-8080
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SOURCE CF Corporation