Assured Guaranty (ticker: AGO, exchange: New York Stock Exchange (.N))
News Release -
21-Jan-2009
Hart-Scott-Rodino Waiting Period Expires for Assured Guaranty Ltd.'s Proposed Acquisition of Financial Security Assurance Holdings Ltd. HAMILTON, Bermuda--(BUSINESS WIRE)--Jan. 21, 2009--Assured Guaranty Ltd. (NYSE: AGO) ("Assured" or "the Company") today
announced that the mandatory waiting period under the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976
("HSR") for Assured's proposed acquisition of Financial Security
Assurance Holdings Ltd. ("FSA") expired at 11:59 p.m. Eastern Time on
January 20, 2009 (12:59 a.m. Atlantic Time on January 21, 2009).
In addition to receiving HSR clearance, Assured's agreement to acquire
FSA from Dexia SA ("Dexia") is subject to the receipt of customary
closing conditions, including insurance regulatory approvals. The
acquisition is also contingent on confirmation from Standard & Poor's,
Moody's Investors Service and Fitch Ratings that the acquisition of FSA
would not result in a downgrade of Assured Guaranty Corp., Assured
Guaranty (UK) Ltd. and Assured Guaranty Re Ltd. The Company and Dexia
continue to work to negotiate and execute a number of agreements
pursuant to which Dexia would retain all of the risks and liabilities,
including liquidity risks, associated with FSA's financial products
business, as stipulated in the Purchase Agreement dated November 14,
2008 ("the Purchase Agreement"). Finally, the acquisition of FSA is also
subject to the approval by Assured's shareholders of the issuance of
shares to Dexia in partial payment of the purchase price for FSA.
Assured expects to hold a special general meeting of its shareholders to
vote upon this matter in March 2009, although an exact date has not yet
been set.
Assured's management is working to complete all closing conditions by
the end of the first quarter of 2009, however, no assurances can be
given regarding the receipt and timing of required regulatory approvals
or the rating agencies' conclusions. Under the terms of the Purchase
Agreement, Assured is required to close the acquisition within 5 days of
the fulfillment of all closing conditions, subject to the right to
extend the acquisition closing date by an additional 40 days in order to
complete the capital raising for the cash portion of the acquisition
purchase price.
Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating
subsidiaries provide credit enhancement products to the U.S. and
international public finance, structured finance and mortgage markets.
More information can be found at www.assuredguaranty.com.
Any forward-looking statements made in this press release reflect
Assured's current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties that may cause actual results to differ
materially from those set forth in these statements. For example,
Assured's forward-looking statements, including its statements regarding
the expansion of the consumer and mortgage-backed securities business,
could be affected by a significant reduction in the amount of
reinsurance ceded by one or more of our principal ceding companies,
rating agency action such as a ratings downgrade, difficulties with the
execution of Assured's business strategy, contract cancellations,
developments in the world's financial and capital markets, more severe
or frequent losses associated with products affecting the adequacy of
Assured's loss reserve, changes in regulation or tax laws, governmental
actions, natural catastrophes, Assured's dependence on customers,
decreased demand or increased competition, loss of key personnel,
technological developments, the effects of mergers, acquisitions and
divestitures, changes in accounting policies or practices, changes in
general economic conditions, other risks and uncertainties that have not
been identified at this time, management's response to these factors,
and other risk factors identified in Assured's filings with the
Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the dates on which they are made. Assured undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT: Assured Guaranty Ltd., Hamilton
Equity Investors:
Sabra Purtill, Managing Director, Global Communications and Investor Relations,
212-408-6044 or 441-299-9375
spurtill@assuredguaranty.com
or
Media:
Ashweeta Durani, Vice President, Global Communications, 212-408-6042 or
917-597-2065
adurani@assuredguaranty.com
Source: Assured Guaranty Ltd.
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