Hartford, CT, Dec. 17, 2015 – At a special meeting today, stockholders of The Phoenix Companies, Inc. (NYSE:PNX) (“Phoenix”) approved the adoption of the Agreement and Plan of Merger (the “merger agreement”), dated as of September 28, 2015, among Phoenix, Davero Merger Sub Corp. and Nassau Reinsurance Group Holdings, L.P. (“Nassau”). 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.
The parties are actively working towards closing, and the transaction remains on track to close in early 2016. In addition to Phoenix stockholder approval, the completion of the merger is subject to regulatory approvals and other closing conditions. Upon the close, 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 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, visit www.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.