Shareholders of Genworth MI Canada Inc. Approve Arrangement with Brookfield

TORONTO, Dec. 22, 2020 /CNW/ - Genworth MI Canada Inc., now operating as Sagen MI CanadaTM (the "Company") (TSX: MIC), today announced that, at the special meeting (the "Special Meeting") of the Company's shareholders ("Shareholders") held today, Shareholders voted to approve the previously announced plan of arrangement (the "Transaction") pursuant to which Brookfield Business Partners L.P. (NYSE: BBU) (TSX: BBU.UN) together with certain of its affiliates and institutional partners (collectively, "Brookfield") will purchase all of the outstanding common shares of the Company (the "Common Shares") that are not already owned by Brookfield at a price of $43.50 in cash per Common Share.

The Transaction required approval by: (i) two-thirds of the votes cast by Shareholders; and (ii) a simple majority of the votes cast by Shareholders, excluding Common Shares required to be excluded pursuant to applicable securities laws (which excluded Common Shares held by Brookfield).  

Of the votes cast at the Special Meeting with respect to the Transaction, a total of 65,556,119 Common Shares were voted in favour of the Transaction, representing approximately 92.36% of the votes cast on the special resolution. In addition, a total of 16,611,474 Common Shares, representing approximately 75.38% of the votes cast by Shareholders, excluding Common Shares required to be excluded pursuant to applicable securities laws, were voted in favour of the special resolution. 

In addition, at the Special Meeting, Shareholders also passed special resolutions of the Shareholders authorizing amendments to the articles of the Company to (i) create an unlimited number of a new class of voting preferred shares (the "Voting Preferred Share Resolution"), and (ii) change the name of the Company from "Genworth MI Canada Inc." to "Sagen MI Canada Inc." (the "Name Change Resolution").

At the Special Meeting, a total of 65,230,016 Common Shares were voted in favour of the Voting Preferred Share Resolution and a total of 66,499,634 Common Shares were voted in favour of the Name Change Resolution, representing approximately 91.90% and 92.67% of the votes cast on the Voting Preferred Share Resolution and the Name Change Resolution, respectively.

The Company's full report of voting results will be filed under the Company's profile at www.sedar.com.  

Final Order

The Company intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the "Court") to approve the Transaction at a hearing expected to be held on January 5, 2021.

Subject to receipt of 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. 

Genworth MI Canada Inc. (TSX: MIC) changed its brand from Genworth MI Canada to Sagen MI CanadaTM effective October 13th, 2020. The Company, operating through its subsidiary, Genworth Financial Mortgage Insurance Company Canada doing business as SagenTM, is the largest private sector residential mortgage insurer in Canada. The Company provides mortgage default insurance to Canadian residential mortgage lenders, making homeownership more accessible to first-time homebuyers. The Company differentiates itself through customer service excellence, innovative processing technology, and a robust risk management framework. For more than two decades, the Company has supported the housing market by providing thought leadership and a focus on the safety and soundness of the mortgage finance system. As at September 30th, 2020, the Company had $7.1 billion total assets and $3.8 billion shareholders' equity. Find out more at www.sagen.ca.

Contact Information:

Investors – Aaron Williams, 905-287-5504 aaron.williams@sagen.ca

Media Susan Carter, 905-287-5520  susan.carter@sagen.ca

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 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 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 March 11th, 2020 and the Company's management information circular dated November 20, 2020 (the "Circular"). Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements. Further information regarding these and other risk factors is included in the Company's public filings with provincial and territorial securities regulatory authorities (including the AIF and the Circular) and can be found on SEDAR and available at www.sedar.com. The forward-looking statements contained in this news release represent the Company's views only as of the date hereof. Forward-looking statements contained in this news release are based on management's current plans, estimates, projections, beliefs and opinions and the assumptions related to these plans, estimates, projections, beliefs and opinions may change, and are presented for the purpose of assisting the Company's security holders in understanding management's current views regarding those future outcomes and may not be appropriate for other purposes. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.

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Sagen MI Canada and Sagen are trademarks owned by Genworth MI Canada Inc.

SOURCE Genworth MI Canada

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