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Hart-Scott-Rodino Waiting Period Expires for Assured Guaranty Ltd.?s Proposed Acquisition of Financial Security Assurance Holdi

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^{Published in Business and Finance on Wednesday, January 21st 2009 at 3:36 GMT, Last Modified on 2009-01-21 03:37:12 by Market Wire}  

HAMILTON, Bermuda--([ BUSINESS WIRE ])--Assured Guaranty Ltd. (NYSE: AGO) ("Assured" or "the Company") today announced that the mandatory waiting periodunder the United States Hart-Scott-RodinoAntitrust Improvements Act of 1976 ("HSR") for Assured's proposed acquisition of Financial Security Assurance Holdings Ltd. ("FSA") expired at 11:59 p.m. Eastern Time on January 20, 2009 (12:59 a.m. Atlantic Time on January 21, 2009).

In addition to receiving HSR clearance, Assured's agreement to acquire FSA from Dexia SA ("Dexia") is subject to the receipt of customary closing conditions, including insurance regulatory approvals. The acquisition is also contingent on confirmation from Standard & Poor's, Moody's Investors Service and Fitch Ratings that the acquisition of FSA would not result in a downgrade of Assured Guaranty Corp., Assured Guaranty (UK) Ltd. and Assured Guaranty Re Ltd. The Company and Dexia continue to work to negotiate and execute a number of agreements pursuant to which Dexia would retain all of the risks and liabilities, including liquidity risks, associated with FSA's financial products business, as stipulated in the Purchase Agreement dated November 14, 2008 ("the Purchase Agreement"). Finally, the acquisition of FSA is also subject to the approval by Assured's shareholders of the issuance of shares to Dexia in partial payment of the purchase price for FSA. Assured expects to hold a special general meeting of its shareholders to vote upon this matter in March 2009, although an exact date has not yet been set.

Assured's management is working to complete all closing conditions by the end of the first quarter of 2009, however, no assurances can be given regarding the receipt and timing of required regulatory approvals or the rating agencies' conclusions. Under the terms of the Purchase Agreement, Assured is required to close the acquisition within 5 days of the fulfillment of all closing conditions, subject to the right to extend the acquisition closing date by an additional 40 days in order to complete the capital raising for the cash portion of the acquisition purchase price.

Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, structured finance and mortgage markets. More information can be found at [ www.assuredguaranty.com ].

Any forward-looking statements made in this press release reflect Assured's current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. For example, Assured's forward-looking statements, including its statements regarding the expansion of the consumer and mortgage-backed securities business, could be affected by a significant reduction in the amount of reinsurance ceded by one or more of our principal ceding companies, rating agency action such as a ratings downgrade, difficulties with the execution of Assured's business strategy, contract cancellations, developments in the world's financial and capital markets, more severe or frequent losses associated with products affecting the adequacy of Assured's loss reserve, changes in regulation or tax laws, governmental actions, natural catastrophes, Assured's dependence on customers, decreased demand or increased competition, loss of key personnel, technological developments, the effects of mergers, acquisitions and divestitures, changes in accounting policies or practices, changes in general economic conditions, other risks and uncertainties that have not been identified at this time, management's response to these factors, and other risk factors identified in Assured's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made. Assured undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.