TORONTO, Nov. 30, 2020 /CNW/ - Genworth MI Canada Inc., now operating as Sagen MI Canada™ (the "Company") (TSX: MIC), today announced the mailing of its management information circular (the "Circular") and related materials for the special meeting (the "Special Meeting") of the Company's shareholders ("Shareholders") to consider, among other things, 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 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 Tuesday, December 22, 2020 at 10:00 a.m. (Toronto time). At the Special Meeting, Shareholders will consider, and, if deemed advisable, pass, with or without variation, a special resolution of the Shareholders to approve the Transaction.
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 "Genworth MI Canada Inc." to "Sagen MI Canada Inc." (the "Name Change Resolution"). The Board unanimously recommends that Shareholders vote in favour of the Voting Preferred Share Resolution. The board of directors of the Company also unanimously recommends that Shareholders vote in favour of the Name Change Resolution.
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 November 16, 2020 are eligible to vote at the Special Meeting.
The deadline for completed proxies to be received by the Company's transfer agent is Friday, December 18, 2020 at 10:00 a.m. (Toronto time).
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 November 19, 2020, it was granted an interim order by the Ontario Superior Court of Justice (Commercial List) (the "Court") regarding the Transaction (the "Interim Order"). The Interim Order authorizes the Company to proceed with various matters, including the holding of the Special Meeting to consider and vote on the Transaction.
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.
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.
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 March 11th, 2020. 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 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.
Sagen MI Canada and Sagen are trademarks owned by Genworth MI Canada Inc.
SOURCE Genworth MI Canada