SEC Approves Spin-off of Virtus
SEC Approves Spin-off of Virtus Investment Partners to Phoenix Shareholders
Form 10 Registration Statement Declared Effective
Hartford, CT, December 19, 2008 - The Phoenix Companies, Inc. (NYSE: PNX) today announced that the Securities and Exchange Commission (SEC) has declared effective the Form 10 Registration Statement relating to the spin-off of Virtus Investment Partners, Inc., a subsidiary, into an independent publicly traded asset management firm.
The spin-off, which was approved by Phoenix's board of directors on December 12, will occur through a pro rata dividend of Virtus common stock to Phoenix's shareholders.
The distribution of Virtus stock to Phoenix shareholders will occur on December 31, 2008, at a ratio of one share of Virtus stock for every 20 shares of Phoenix stock held, subject to conditions outlined in the information statement filed with the SEC. Fractional shares of Virtus common stock will not be distributed, and any Phoenix shareholder entitled to receive a fractional share will, instead, receive a cash payment in January of 2009. Phoenix also confirmed the record date of December 22, 2008 at 5 p.m., New York City time. Those holding Phoenix shares at the market close on the record date will be entitled to receive the Virtus distribution.
Virtus's common stock will be listed on the NASDAQ Global Market (NASDAQ) under the symbol "VRTS." "When issued" trading is expected to begin on December 23, 2008.
"We are very pleased to complete the regulatory approval process for the spin-off and prepare to launch Virtus as a stand-alone company on December 31. The separation of Phoenix and Virtus will enable both companies to deploy their resources appropriately and maximize their own, distinct opportunities," said Dona D. Young, chairman, president and chief executive officer of The Phoenix Companies.
"We are excited about the opportunity to begin 2009 as an independent, publicly traded company," said George R. Aylward, president of Virtus Investment Partners. "With our multi-manager, multi-discipline approach to asset management and our broad distribution reach, we are well positioned to efficiently grow our business and build value for our future shareholders," said George R. Aylward, president of Virtus Investment Partners.
The distribution of shares will be made in book-entry form. Registered holders of Phoenix common stock who are entitled to receive the distribution will receive a book-entry account statement reflecting their ownership of Virtus common stock. Holders of Phoenix common stock who hold their shares through a broker, bank or other nominee will have their brokerage account credited with the Virtus common stock. No action is required by Phoenix shareholders, nor will they be required to surrender any Phoenix shares, to receive their Virtus common stock.
Holders of Phoenix common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Phoenix common stock on or before the distribution date. On or about December 26, 2008, Phoenix will mail an information statement to all shareholders of Phoenix common stock as of the record date. The information statement will include information regarding the procedures by which the distribution will be effected, the business and management of Virtus, the risks of holding Virtus common stock, and other details of the transaction. The information statement is included as an exhibit to the Form 10 Registration Statement, as amended, filed by VIrtus with the Securities and Exchange Commission (SEC). It is available on at the SEC's Web site at www.sec.gov, Phoenix's Web site, www.phoenixwm.com, and Virtus's Web site, www.virtus.com.
About The Phoenix Companies, Inc.
With roots dating to 1851, The Phoenix Companies, Inc. (NYSE:PNX) helps its customers find straightforward solutions to often highly complex personal financial and business planning needs through life insurance and annuities. Phoenix's products are available through a wide variety of third-party financial professionals and intermediaries, supported by the company's wholesalers and financial planning specialists. 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 (NASDAQ: VRTS) 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. 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) the availability, 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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