- Stockholders to vote on proposed
acquisition by Nassau
- Record date set for Nov. 16,
2015
- Meeting date set for Dec. 17, 2015
at 10 a.m. EST
The Phoenix Companies, Inc. (NYSE:PNX) (“Phoenix”) today
announced that it will hold a special meeting of stockholders on
Thursday, Dec. 17, 2015, beginning at 10 a.m. EST. Stockholders of
record at the close of business on Monday, Nov. 16, 2015, will be
entitled to vote their shares at the special meeting.
At the special meeting, stockholders will be asked to consider
and vote on a proposal to adopt the Agreement and Plan of Merger,
dated as of September 28, 2015, between Phoenix, Davero Merger Sub
Corp. and Nassau Reinsurance Group Holdings, L.P. (“Nassau”) and
related matters. Subject to the terms and conditions of the merger
agreement, Davero Merger Sub Corp., a direct wholly-owned
subsidiary of Nassau, will be merged with and into Phoenix with
Phoenix as the surviving company and a direct wholly-owned
subsidiary of Nassau. Phoenix’s Board of Directors unanimously
recommends that stockholders vote “FOR” the proposal to adopt the
merger agreement.
Upon the completion of the merger, Phoenix stockholders will
have the right to receive $37.50 in cash, without interest, for
each share of common stock, par value $0.01 per share, that they
own immediately prior to the effective time of the merger.
The meeting will take place at Phoenix’s offices at One American
Row, Hartford, CT, and will be broadcast live on the company’s
website, www.phoenixwm.com in the Investor Relations section. A
replay will be available on the website beginning later that day
and will remain on the website until at least December 31,
2015.
All materials related to the special meeting, including the
company’s definitive proxy statement, will be filed with the SEC
and may be reviewed on the company’s website, www.phoenixwm.com in
the Investor Relations section.
In addition to Phoenix stockholder approval, the completion of
the merger is subject to regulatory approvals and other closing
conditions. It is expected to close in early 2016.
About Phoenix
The Phoenix Companies, Inc. (NYSE:PNX) helps financial
professionals provide solutions, including income strategies and
insurance protection, to families and individuals planning for or
living in retirement. Founded as a life insurance company in 1851,
Phoenix offers products and services designed to meet financial
needs in the middle income and mass affluent markets. Its
distribution subsidiary, Saybrus Partners, Inc., offers
solutions-based sales support to financial professionals and
represents Phoenix’s products among key distributors, including
independent marketing organizations and brokerage general agencies.
Phoenix is headquartered in Hartford, Connecticut, and has two
insurance company operating subsidiaries: Phoenix Life Insurance
Company, which has its statutory home office in East Greenbush, New
York, and PHL Variable Insurance Company, which has its statutory
home office in Hartford, Connecticut. For more information,
www.phoenixwm.com
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed acquisition of The Phoenix Companies, Inc. by Nassau
Reinsurance Group Holdings L.P. In connection with this proposed
acquisition, Phoenix has filed a preliminary proxy statement on
October 30, 2015 on Schedule 14A. Phoenix will also file with the
Securities and Exchange Commission (the “SEC”) and mail to its
stockholders a definitive proxy statement and may file other
documents in connection with the proposed acquisition. This
communication is not a substitute for any proxy statement or other
document Phoenix may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF PHOENIX ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The definitive proxy statement (when available) will
be mailed to stockholders of Phoenix. Investors and security
holders will be able to obtain free copies of these documents (when
available) and other documents filed with the SEC by Phoenix
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Phoenix will be
available free of charge on Phoenix’s internet website at
http://www.phoenixwm.com or by contacting Phoenix’s Investor
Relations Director by email at pnx.ir@phoenixwm.com or by phone at
860-403-7100.
Participants in Solicitation
Phoenix, its directors and certain of its executive officers may
be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the stockholders of Phoenix in connection
with the proposed merger will be set forth in the definitive proxy
statement when it is filed with the SEC. Information about the
directors and executive officers of Phoenix is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2014,
which was filed with the SEC on March 31, 2015, its proxy statement
for its 2015 annual meeting of stockholders, which was filed with
the SEC on April 2, 2015, its Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2015 and September 30, 2015 which were
filed with the SEC on August 10, 2015 and November 9, 2015 and its
Current Reports on Form 8-K, which were filed with the SEC on
August 10, 2015, August 11, 2015, September 29, 2015, September 30,
2015 and November 9, 2015.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the preliminary proxy statement that was filed with the SEC on
October 30, 2015 and will be contained in the definitive proxy
statement and other relevant materials to be filed with the SEC
when they become available.
The Phoenix Companies, Inc.One American RowPO
Box 5056 Hartford, CT 06102-5056Tel.
860-403-7100www.phoenixwm.com
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
which represent the current expectations and beliefs of management
of Phoenix concerning the proposed transaction involving Phoenix
and Nassau and other future events and their potential effects on
Phoenix. Such statements are based upon the current beliefs and
expectations of Phoenix’s management, are not guarantees of future
results and are subject to a significant number of risks and
uncertainties. These forward-looking statements are inherently
subject to significant business, economic and competitive
uncertainties and contingencies and risk relating to the
transaction, many of which are beyond Phoenix’s control.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151112005750/en/
The Phoenix Companies, Inc.Media
RelationsAlice S. Ericson,
860-403-5946alice.ericson@phoenixwm.comorInvestor
RelationsNaomi Baline Kleinman,
860-403-7100pnx.ir@phoenixwm.com
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