Published: January 30, 2012
Delphi Financial Group, Inc. Sets Date for Special Stockholder Meeting
WILMINGTON, Del. - (BUSINESS WIRE) - Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) today announced that it
has established the date for a special meeting of its stockholders to
consider and vote upon a proposal to adopt and approve the previously
announced Agreement and Plan of Merger dated December 21, 2011, among
Delphi, Tokio Marine Holdings, Inc. (TMHD) and TM Investment (Delaware)
Inc., a wholly-owned subsidiary of TMHD, and other proposals related to
the merger.
Delphi stockholders of record as of the close of business on Thursday,
February 2, 2012 will be entitled to notice of the special meeting and
to vote at the special meeting. The meeting will be held on Tuesday,
March 13, 2012 at 10:00 a.m., local time, at the University Club, One
West 54th Street, New York, New York.
On January 30, 2012, the United States Federal Trade Commission notified
Delphi and TMHD that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has
been granted.
Any stockholder questions about the merger, including how to vote shares
of Delphi stock, should be directed to Delphi's proxy solicitor,
MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at
(212) 929-5500.
About Delphi Financial Group, Inc.:
Delphi Financial Group, Inc. is a financial services company focused on
specialty insurance and insurance-related businesses. Delphi is a leader
in managing all aspects of employee absence to enhance the productivity
of its clients and provides the related group insurance coverages:
long-term and short-term disability, life, excess workers' compensation
for self-insured employers, large casualty programs including large
deductible workers' compensation, travel accident, dental and limited
benefit health insurance. Delphi's asset accumulation business
emphasizes individual annuity products. Delphi's common stock is listed
on the New York Stock Exchange under the symbol DFG and its corporate
website address is www.delphifin.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may constitute "forward-looking
statements." Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors that could
cause actual results to differ materially include those referred to in
filings of Delphi Financial Group, Inc. ("Delphi" ) with the U.S.
Securities and Exchange Commission (the "SEC" ), and also include, but
are not limited to, the following: operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or suppliers) may be
greater than expected following the announcement of the transaction; the
retention of certain key employees at Delphi; the conditions to the
completion of the transaction may not be satisfied, or the regulatory
approvals required for the transaction may not be obtained on the terms
expected or on the anticipated schedule; the parties may not be able to
meet expectations regarding the timing, completion and accounting and
tax treatments of the merger. Tokio Marine Holdings, Inc. ("Tokio
Marine" ) and Delphi assume no obligation, and expressly disclaim any
obligation, to update the information in this communication, except as
otherwise required by law. Because forward-looking statements contained
in this communication speak only as of the date hereof, readers are
cautioned not to place undue reliance on these statements.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Delphi by Tokio Marine. In connection
with the proposed acquisition, Delphi has filed a preliminary proxy
statement on Schedule 14A, which is available free of charge at the
SEC's web site, http://www.sec.gov,
and Delphi's website, www.delphifin.com.
Delphi plans to file and mail to stockholders a definitive proxy
statement with respect to the proposed acquisition. SECURITY HOLDERS OF
DELPHI ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING DELPHI'S PROXY PRELIMINARY STATEMENT, WHICH IS AVAILABLE NOW,
AND THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE) BECAUSE THEY CONTAIN
(OR WILL CONTAIN) IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents free
of charge at the SEC's web site, http://www.sec.gov,
and may obtain documents filed by Delphi free of charge from Delphi's
website at www.delphifin.com.
In addition, the definitive proxy statement and other documents filed by
Delphi with the SEC (when available) may be obtained from Delphi free of
charge by directing a request to Delphi Financial Group, Inc., c/o
Investor Relations Department, 1105 North Market Street, Suite 1230,
Wilmington, Delaware 19801.
Certain Information Regarding Participants in the Solicitation
Tokio Marine and its directors, executive officers and certain employees
and Delphi and its directors, executive officers and certain employees
may be deemed to be participants in the solicitation of proxies from the
holders of Delphi common stock in respect of the proposed transaction.
Security holders may obtain information regarding the names,
affiliations and interests of Delphi and its directors and executive
officers in Delphi's Annual Report on Form 10-K for the fiscal year
ended December 31, 2010, which was filed with the SEC on March 1, 2011,
and its preliminary proxy statement regarding the proposed transaction,
which was filed with the SEC on January 13, 2012. To the extent that
holdings of Delphi securities have changed since the amounts contained
in the preliminary proxy statement regarding the proposed transaction,
such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Investors may obtain additional
information regarding the interests of such participants by reading the
preliminary proxy statement regarding the proposed acquisition, which is
available now, and the definitive proxy statement regarding the proposed
acquisition, when it becomes available. The definitive proxy statement
and other documents filed by Delphi with the SEC (when available) may be
obtained free of charge from the SEC's website at www.sec.gov
and Delphi's website at www.delphifin.com.

Investors:
Delphi Financial Group, Inc.
Bernard J.
Kilkelly, Vice President-Investor Relations
+1-212-303-4349
bkilkelly@dlfi.com
or
Press:
Brunswick
Group LLC
Steve Lipin
Gemma Hart
+1-212-333-3810
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