Virtus names Board of Directors
Phoenix Announces Board Members For Spin-Off of Virtus Investment Partners
Files Amendment No. 2 to the Form 10 Registration Statement
Hartford, CT, November 17, 2008 - The Phoenix Companies, Inc. (NYSE:PNX) today announced that it intends to appoint six business leaders, all of whom have broad experience with the asset management industry, to serve as members of the board of directors of its asset management subsidiary, Virtus Investment Partners, Inc. following Virtus' planned spin-off to Phoenix's stockholders.
On Nov. 14, Phoenix filed with the Securities and Exchange Commission (SEC) Amendment No. 2 to the Form 10 Registration Statement relating to the proposed spin-off. The amendment includes responses to SEC comments to the Form 10 Registration Statement's Amendment No. 1 filing on September 10, 2008.
"This filing marks another important milestone on our path to the spin-off. Even in these extraordinary market conditions, we believe the spin-off is in the best interest of our shareholders because it will allow Phoenix to maximize its distinct opportunities in the life and annuity markets and give Virtus the opportunity to demonstrate its inherent value as an asset management company," said Dona D. Young, chairman, president and chief executive officer of The Phoenix Companies.
Phoenix announced last month an investment in Virtus by Harris Bankcorp Inc., a U.S. subsidiary of Bank of Montreal (TSX, NYSE: BMO). It is expected that, upon completion of the transaction, Harris will have $45 million in convertible preferred stock, representing a 23 percent equity position in Virtus, and two representatives from BMO Financial Group, Harris's parent, will be added to the Virtus board, in addition to the six individuals who were announced today.
"The investment by Harris gives us the advantage of having a financially secure minority investor with a strategic interest in the asset management industry and a long-term investment outlook," said George R. Aylward, president of Virtus.
Mr. Aylward also noted the extensive investment management background of the individuals who will be appointed to the board. "Virtus will benefit from the unique perspective of these individuals who collectively have decades of experience in the asset management industry. Several have been portfolio managers, and each individual has a strong business background. The future shareholders of Virtus are fortunate to be represented by these individuals, and I look forward to benefiting from each person's expertise."
The members of the board of Virtus will include:
· Mark C. Treanor of Maryland, formerly senior executive vice president, general counsel, and a member of the Operating Committee of Wachovia Corp. He previously specialized in banking litigation at private law firms. It is expected Mr. Treanor will serve as non-executive chairman;
· James R. Baio of California, formerly executive vice president and chief financial officer of Capmark Financial Group Inc., a private equity portfolio company. He previously was the CFO of Franklin Resources, the parent of Franklin Templeton Investments;
· Susan F. Cabrera of New York, formerly a partner and member of the Investment Committee of Capital Z Partners, a private equity investor. She is a Ph.D. candidate in Management and Organizations at Cornell University;
· Diane M. Coffey of New York, managing director of Peter J. Solomon Co., Ltd., an investment banking company, who previously was a communications director and portfolio manager at Dreyfus;
· Timothy A. Holt of Connecticut, who retired earlier this year as senior vice president and chief investment officer of Aetna, Inc., where he managed Aetna's $20 billion general account portfolio; and
· Edward M. Swan, Jr. of Massachusetts, formerly the president of FIS Group, an asset management company for institutional investors. He previously worked at MFS Asset Management, UBS Asset Management, and Mitchell Hutchins Asset Management.
Mr. Aylward will also become a member of the board.
Phoenix expects to complete the spin-off later this year, pending final approval of the registration by the SEC. Investor meetings and other communications with the investment community are being planned after the Form 10 is declared effective. The Form 10 Registration Statement and information statement will be mailed to all stockholders prior to the spin-off. Stockholders are urged to read the registration statement when it becomes available.
Goldman, Sachs & Co. and Wachovia Capital Markets, LLC are acting as the company's financial advisors in connection with the transaction. Simpson Thacher & Bartlett LLP is acting as legal advisor.
About The Phoenix Companies, Inc.
With roots dating to 1851, The Phoenix Companies, Inc. (NYSE:PNX) helps individuals and institutions solve their often highly complex personal financial and business planning needs through its broad array of life insurance, annuities and investments. In 2007, Phoenix had annual revenues of $2.6 billion and total assets of $30.2 billion. For more information, visit www.phoenixwm.com.
About Virtus Investment Partners, Inc.
Virtus Investment Partners provides investment management products and services to individuals and institutions. It operates a multi-manager asset management business, comprising a number of individual affiliated managers, each with a distinct investment style, autonomous investment process and individual brand. Investors have an array of needs and Virtus Investment Partners offers a variety of investment styles and multiple disciplines to meet those needs. As of September 30, 2008, Virtus Investment Partners had $27.1 billion in assets under management. For more information, visit www.virtus.com.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which, by their nature, are subject to risks and uncertainties. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing management's beliefs about, our future transactions, strategies, operations and financial results, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "should" and other similar expressions. Forward-looking statements are made based upon our current expectations and beliefs concerning trends and future developments and their potential effects on the company. They are not guarantees of future performance. Actual results may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties, which include, among others: (i) the effects of recent adverse market and economic developments on all aspects of our business; (ii) changes in general market and business conditions, interest rates and the debt and equity markets; (iii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iv) theavailability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (v) our dependence on non-affiliated distributors for our product sales, (vi) downgrades in our debt or financial strength ratings; (vii) our dependence on third parties to maintain critical business and administrative functions; (viii) the ability of independent trustees of our mutual funds and closed-end funds, intermediary program sponsors, managed account clients and institutional asset management clients to terminate their relationships with us; (ix) our ability to attract and retain key personnel in a competitive environment; (x) the poor relative investment performance of some of our asset management strategies and the resulting outflows in our assets under management; (xi) the possibility that the goodwill or intangible assets associated with our asset management business could become impaired, requiring a charge to earnings; (xii) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xiii) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries' ability to pay dividends is subject to regulatory restrictions; (xiv) the potential need to fund deficiencies in our Closed Block; (xv) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xvi) other legislative or regulatory developments; (xvii) legal or regulatory actions; (xviii) changes in accounting standards; (xix) the potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xx) other risks and uncertainties described herein or in any of our filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
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