Delphi Financial Announces Settlement with Class Action Plaintiffs Regarding Acquisition by Tokio Marine
April 09 2012 - 7:30AM
Business Wire
Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) announced today
that Delphi, Tokio Marine Holdings, Inc. (Tokio Marine) and the
other named defendants have agreed to settle In re Delphi Financial
Group Shareholder Litigation, Consolidated C.A. No. 7144-VCG, the
consolidated action brought in connection with the merger of Delphi
and a subsidiary of Tokio Marine. If the settlement is finalized
and approved, Delphi’s Class A stockholders and option holders as
of the effective time of the merger, other than the defendants to
the consolidated action and their affiliates, will receive their
pro rata portion of a payment equal to $49 million less plaintiffs’
counsel fees and expenses, which have not yet been determined. The
payment will be made after and subject to approval of the
settlement agreement by the Court of Chancery of the State of
Delaware. A hearing to consider the settlement is expected to occur
subsequent to the closing of the merger. The amount of plaintiffs’
counsel fees and expenses will be determined at or after the time
the Court of Chancery approves the settlement agreement.
The settlement is contingent upon, among other things,
definitive documentation, completion of the merger and approval by
the Court of Chancery of the State of Delaware. In the event the
court does not approve the settlement or the other conditions are
not satisfied, the Delphi defendants will continue to vigorously
defend all claims.
The payment described above is separate and distinct from the
merger consideration payable to Delphi’s Class A stockholders.
Under the terms of the previously announced merger agreement with
Tokio Marine and TM Investment (Delaware) Inc., a wholly-owned
subsidiary of Tokio Marine, Class A stockholders will receive
$43.875 per Class A share. In addition, Class A stockholders will
receive $1.00 in cash per Class A share pursuant to a one-time
special dividend from Delphi for each share of Class A stock they
own.
Delphi also announced today that the merger has been approved by
the insurance regulators of the states of Illinois, Missouri, New
York and Texas and the Cayman Islands and that the applicable
waiting period under the competition laws of Hawaii has expired.
The closing of the merger remains subject to approval by the
Financial Services Agency of Japan and the satisfaction of 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
conditions to the settlement of the litigation described above may
not be satisfied; 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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