Presidential Stockholders Approve Merger Agreement with Athene Annuity
20 Dezember 2012 - 10:15PM
Business Wire
Presidential Life Corporation (“Presidential”) (NASDAQ: PLFE)
announced that Presidential’s stockholders, at a special meeting of
stockholders held earlier today, approved the proposal to adopt the
previously announced agreement and plan of merger (the “Merger
Agreement”), dated July 12, 2012, as amended from time to time,
among Athene Annuity & Life Assurance Company (“Athene”), Eagle
Acquisition Corp., a wholly-owned subsidiary of Athene, and
Presidential. Of the shares voted at the special meeting,
approximately 98.61% were voted in favor of the adoption of the
Merger Agreement, which represented approximately 60.2% of the
total outstanding shares of common stock of Presidential as of the
November 8, 2012 record date. A quorum of approximately 61.05% of
Presidential’s total outstanding shares of common stock as of the
record date were voted by proxy or in person.
The consummation of the merger remains subject to the
satisfaction or waiver of the closing conditions set forth in the
Merger Agreement, including obtaining governmental and regulatory
approvals. It is currently expected that the merger will close on
December 28, 2012.
About Presidential Life Corporation
Presidential, through its wholly owned subsidiary, Presidential
Life Insurance Company, markets and sells a variety of fixed
annuity, life insurance and accident and health insurance products.
Through Presidential Life Insurance Company, Presidential is
licensed to market its products in all 50 states and the District
of Columbia. Further information about Presidential is available on
the Internet at www.presidentiallife.com.
Forward-Looking Statements
This press release, as well as certain other statements made by
Presidential, may constitute or contain forward-looking statements
within the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 that reflect, when made,
Presidential’s current views with respect to current events and
financial performance. Such forward-looking statements are and will
be, as the case may be, subject to risks and uncertainties, as well
as assumptions that, if they do not materialize or prove correct,
could cause results to differ materially from those expressed or
implied by such forward-looking statements. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including statements of: (a)
Presidential’s plans; (b) the outcome of contingencies; (c) beliefs
or expectations; and (d) assumptions underlying any of the
foregoing.
Forward-looking statements may be identified by their use of
forward-looking terminology, such as “believes,” “expects,” “may,”
“should,” “would,” “will,” “intends,” “plans,” “estimates,”
“anticipates,” “projects” and similar words or expressions. You
should not place undue reliance on these forward-looking
statements, which reflect management’s opinions only as of the date
of this release. Because these forward-looking statements are based
on estimates and assumptions that are subject to significant
business, economic and competitive risks and uncertainties, many of
which are beyond Presidential’s control or are subject to change,
actual results could be materially different.
Factors that might cause such a difference include, without
limitation, the following:
- the possibility that the closing of the
transaction described in this press release does not occur or is
delayed, either due to the failure of closing conditions or other
reasons; and
- risks detailed from time to time in
Presidential’s public filings with the SEC, including its Annual
Report on Form 10-K for the year ended December 31, 2011, filed
with the SEC on March 15, 2012, its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, filed with the SEC on
May 9, 2012, its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012, filed with the SEC on August 8, 2012, its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2012, filed with the SEC on November 9, 2012, and the proxy
materials filed in connection with obtaining shareholder approval
of the merger transaction.
Other factors not currently anticipated by management may also
materially and adversely affect the closing of the transaction
described in this press release. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of their dates. Presidential undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
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