Dexia S.A. ("Dexia”) and Assured Guaranty Ltd. (NYSE: AGO)("Assured”)
announced that the primary closing conditions, including rating agency
reviews and agreement on key transaction documents, that are required
under Assured’s agreement to acquire Financial Security Assurance
Holdings, Ltd. have been met as of June 9, 2009. Dexia and Assured also
announced today that they expect to close the transaction on July 1,
2009.
The purchase price to be paid by Assured is US$361 million in cash and
up to 44,567,000 common shares of Assured, with Assured having the
option to reduce up to half of the shares otherwise deliverable in
exchange for cash at a price of $8.10 a share. As previously announced,
Assured expects to finance the cash portion of the acquisition with the
proceeds of a public offering of securities.
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 FSA closing, 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.
Dexia (www.dexia.com)
is a European bank, with about 36,000 members of staff and a core
shareholders’ equity of EUR 17.7 billion as of March 31, 2009. Dexia
Group focuses on Public and Wholesale Banking, providing local public
finance actors with comprehensive banking and financial solutions, and
on Retail and Commercial Banking in Europe (mainly Belgium, Luxembourg
and Turkey). Main activities encompass retail, commercial and private
banking, but also insurance, asset management and investor services
activities.
Dexia is a listed company. This press release contains information
subject to the transparency regulations for listed companies.
Dexia SA – Place Rogier 11, B-1210 Brussels – 1, Passerelle des Reflets,
Paris-La Défense 2, F-92919 La Défense Cedex
