Fidelity & Guaranty Life (FGL)

[Enterprising Investor]

Anbang Insurance Group to acquire Fidelity & Guaranty Life (11/09/15)

$26.80 per share all-cash transaction provides immediate value for Fidelity & Guaranty Life stockholders

BEIJING and DES MOINES, Iowa, Nov. 9, 2015 /PRNewswire/ -- Anbang Insurance Group Co., Ltd. ("Anbang" or "the Company"), a leading global comprehensive insurance group based in Beijing, China, and Fidelity & Guaranty Life (NYSE: FGL) ("FGL"), a leading provider of annuities and life insurance in the U.S., jointly announced that they have entered into a definitive merger agreement on November 8, 2015 pursuant to which Anbang will acquire FGL for $26.80 per share.

The transaction will make Anbang one of the largest insurers by market share in fixed indexed annuity products in the U.S. It is expected that FGL's solid life and fixed indexed annuity platforms will enhance the growth of Anbang's business while accelerating FGL's ability to further extend its policyholder base.

"Anbang has always followed a client-centric philosophy. This transaction will bring value to the customers of both Anbang and FGL," said the Company in a statement. "Anbang's deep presence in the Asian insurance market has benefited from a deeply rooted rational investment decisions, long-term, value-driven and client-centric growth strategy, all founded in thorough analysis. The acquisition of FGL – a company with a positive operational track record, skilled management team and employee base, and strong long-term business potential – is consistent with Anbang's investment strategy, which is focused on globalization."

"After conducting a review of strategic alternatives, we believe this is an excellent transaction that sets FGL on a good path for continued success," said Chris Littlefield, FGL's President & Chief Executive Officer. "Our expertise and ongoing commitment to independent agents and the indexed life and indexed annuity insurance markets, coupled with Anbang's resources, will allow us to continue to grow our business and serve our customers. In addition, with Anbang's ownership, FGL will join a strong, diversified global company that has a long-term vision and investment horizon for life insurance. We look forward to continuing to provide our distribution partners with innovative solutions designed to protect their clients' families and retirement savings."

"FGL has built a strong and attractive business through the disciplined execution of its strategy," said Omar Asali, President and Chief Executive Officer of HRG Group, the majority owner of FGL. "We are pleased to have supported FGL's successful growth and development since 2011, including positioning the company as a leader in the fixed indexed annuity market and executing FGL's initial public offering in 2013. FGL has been a terrific investment for us and we are happy that FGL has found an ideal new home with Anbang. We believe that this transaction fully reflects the value that has been created at FGL and we strongly support it."

Pursuant to this agreement, Anbang will acquire all of the outstanding shares of Fidelity & Guaranty Life. Stockholders of FGL will receive $26.80 per share in cash at closing. The transaction represents a 28.9% premium over $20.79 per share, FGL's unaffected closing stock price prior to the public announcement of the strategic review process on April 6, 2015.

Subject to regulatory approvals and satisfaction of other customary closing conditions, the transaction is expected to close in the second quarter of 2016. Following the execution of the merger agreement, HRG Group, in its capacity as the majority stockholder of FGL, delivered to Anbang a written consent approving and adopting the merger agreement.

About Anbang Insurance Group
Anbang Insurance Group Co., Ltd. is a leading insurance company based in Beijing, China with a global network of over 30 million customers and more than 30,000 employees. In addition to being one of the leading comprehensive insurance groups in China, Anbang's global business areas cover banking, life insurance, property and casualty insurance, health insurance, pensions, securities, financial leasing and asset management in the following regions: Belgium, Netherlands and South Korea. Customer base includes large enterprises, small and medium sized enterprises, retail and private banking clients. Please visit www.anbanggroup.com/abic/english for more information.

About Fidelity & Guaranty Life
Fidelity & Guaranty Life, an insurance holding company, helps middle-income Americans prepare for retirement. Through its subsidiaries, FGL offers fixed indexed annuity and life insurance products distributed by independent agents through an established network of independent marketing organizations. Fidelity & Guaranty Life, headquartered in Des Moines, Iowa, trades on the New York Stock Exchange under the ticker symbol FGL. For more information, please visit www.fglife.com.

http://www.prnewswire.com/news-releases/anbang-insurance-group-to-acquire-fidelity--guaranty-life-300174593.html