Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) announced today that
the Financial Services Agency of Japan has approved the merger
contemplated by the previously announced Agreement and Plan of Merger
dated December 21, 2011, among Delphi, Tokio Marine Holdings, Inc.
(TMHD) and TM Investment (Delaware) Inc., a wholly-owned subsidiary of
TMHD. The closing of the merger, which remains subject to the
satisfaction of other customary closing conditions, is expected to occur
on May 15, 2012.
Upon the closing of the merger, Delphi's Class A stockholders will
receive $43.875 per share in cash in addition to a one-time special
dividend of $1.00 per share in cash. The special dividend, which is
contingent upon the closing of the merger, is payable to Delphi
stockholders of record immediately prior to the effective time of the
merger. The effective time of the merger is expected to occur on May 15,
2012. Payment of the special dividend is expected to occur on the
business day following the closing of the merger.
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; 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.
Delphi Financial Group, Inc.
Bernard J. Kilkelly,
Vice President-Investor Relations