Wilmington, DE -(BUSINESS WIRE)- Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) announced today that Delphi, Tokio Marine Holdings, Inc. (Tokio Marine) and the other named defendants have agreed to settle In re Delphi Financial Group Shareholder Litigation, Consolidated C.A. No. 7144-VCG, the consolidated action brought in connection with the merger of Delphi and a subsidiary of Tokio Marine. If the settlement is finalized and approved, Delphi’s Class A stockholders and option holders as of the effective time of the merger, other than the defendants to the consolidated action and their affiliates, will receive their pro rata portion of a payment equal to $49 million less plaintiffs’ counsel fees and expenses, which have not yet been determined. The payment will be made after and subject to approval of the settlement agreement by the Court of Chancery of the State of Delaware. A hearing to consider the settlement is expected to occur subsequent to the closing of the merger. The amount of plaintiffs’ counsel fees and expenses will be determined at or after the time the Court of Chancery approves the settlement agreement.
The settlement is contingent upon, among other things, definitive documentation, completion of the merger and approval by the Court of Chancery of the State of Delaware. In the event the court does not approve the settlement or the other conditions are not satisfied, the Delphi defendants will continue to vigorously defend all claims.
The payment described above is separate and distinct from the merger consideration payable to Delphi’s Class A stockholders. Under the terms of the previously announced merger agreement with Tokio Marine and TM Investment (Delaware) Inc., a wholly-owned subsidiary of Tokio Marine, Class A stockholders will receive $43.875 per Class A share. In addition, Class A stockholders will receive $1.00 in cash per Class A share pursuant to a one-time special dividend from Delphi for each share of Class A stock they own.
Delphi also announced today that the merger has been approved by the insurance regulators of the states of Illinois, Missouri, New York and Texas and the Cayman Islands and that the applicable waiting period under the competition laws of Hawaii has expired. The closing of the merger remains subject to approval by the Financial Services Agency of Japan and the satisfaction of other customary closing conditions. The transaction is expected to close in the second quarter of 2012.