NATIONAL WESTERN LIFE GROUP, INC. (NASDAQ:NWLI) Files An 8-K Entry into a Material Definitive AgreementItem 7.01 Entry into Material Definitive Agreement
On October 3, 2018, National Western Life Insurance Company (“NWLIC”), a wholly owned subsidiary of National Western Life Group, Inc. (“Company”), entered into a Stock Purchase Agreement to acquire Ozark National Life Insurance Company and N.I.S. Financial Services, Inc. from CNS Corporation. Closing of the transaction is expected during the first quarter of 2019, subject to customary closing conditions, including regulatory approval.
TheStock Purchase Agreementcontains customary representations, warranties, and covenants by NWLIC and CNS Corporation. The Stock Purchase Agreement also provides for certain indemnification rights following the closing of the transaction that are customary for a transaction of this nature, subject to certain limitations set forth in theagreement.
The representations and warranties contained in theStock Purchase Agreementwere made only for purposes of theagreementand as of the specific dates; were solely for the benefit of the parties to theStock Purchase Agreement; may be subject to limitations agreed upon by the parties; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of an actual state of facts or condition of any of the parties to theStock Purchase Agreementor any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of theStock Purchase Agreement, which information may or may not be fully reflected in public disclosures.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 4, 2018, the Company issued a press release announcing the execution of the Stock Purchase Agreement. This press release is being furnished as Exhibit 99.1 to this Current Report on Form8-K. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities under such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
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Item 7.01Financial Statements and Exhibits |
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( d ) Exhibits |
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Exhibit No. |
Description |
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2.2 |
Stock Purchase Agreement Dated as of October 3, 2018 between CNS Corporation and National Western Life Insurance Company |
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99.1 |
Press Release dated October 4, 2018 |
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National Western Life Group, Inc. ExhibitEX-2.2 2 exhibit2110-04×2018.htm EXHIBIT 2.2 Exhibit EXHIBIT 2.2 STOCK PURCHASE AGREEMENTBETWEENCNS CORPORATIONANDNATIONAL WESTERN LIFE INSURANCE COMPANYDATED AS OF OCTOBER 3,…To view the full exhibit click |
