TURIN, Italy, April 14, 2015 /PRNewswire/ -- EXOR (EXO IM), one of Europe's leading listed investment companies,
controlled by the Agnelli family, today submitted a written
proposal to the Board of Directors of PartnerRe Ltd. ("PartnerRe";
NYSE: PRE) to acquire 100% of the common shares of the company for
$130.00 per share in cash, valuing
PartnerRe at $6.4 billion. EXOR's
all-cash proposal represents a 16% premium to the implied value per
share of $112.53 for PartnerRe under
the Amalgamation Agreement between PartnerRe and AXIS Capital
Holdings Limited ("AXIS"; NYSE: AXS), based on the average of
AXIS's closing prices for the ten days ending on April 13, 2015. The proposed EXOR transaction,
which is envisaged to be friendly, can be completed expeditiously.
Compared to the all-share combination with AXIS, it provides
PartnerRe shareholders with superior value and greater certainty
since it is all cash, fully financed, and does not require a
capital increase by EXOR nor a vote by its shareholders.
EXOR has invested successfully in the insurance and reinsurance
sectors for over two decades, including as a minority investor in
PartnerRe when it was formed in 1993, and believes there is
significant long-term potential for a global reinsurer such as
PartnerRe. Its deep underwriting expertise, significant financial
strength, scale and diversification would be enhanced by EXOR's
permanent capital base and ability to deploy additional resources
to accelerate growth under the right conditions, further
strengthening its position as a world leading reinsurer.
EXOR invests in global companies with strong earnings capacity,
a sound financial structure and a sustainable competitive
advantage. EXOR provides its businesses with operational autonomy,
enabling management teams to build world-class organizations over
time, as it has done with Fiat Chrysler Automobiles.
Accordingly, EXOR's proposal provides management and employees
with a unique opportunity to successfully develop the PartnerRe
business as a standalone private company, focusing on its long-term
prospects, better managing the volatility of the reinsurance cycle
and proactively seizing market opportunities.
Key terms of the proposal include:
- Premium valuation in cash. The proposal represents
a 16% premium to the implied value per share of $112.53 for PartnerRe under the AXIS agreement.
EXOR's proposal is also 1.13x PartnerRe's diluted tangible book
value per share as of December 31,
2014, in contrast to the proposed AXIS transaction which is
priced at a discount to PartnerRe's diluted tangible book value per
share.
- Financing certainty. The EXOR proposal is fully
financed. The acquisition will be funded through cash available on
hand as well as a committed, investment-grade bridge facility and
term loan to EXOR from Citibank, N.A., London Branch and Morgan Stanley Bank
International Limited for up to $4.75
billion. No capital increase by EXOR is required.
- Retention of management and PartnerRe brand. EXOR
intends to give continuity to PartnerRe's management team and its
brand.
- Expeditious process. This proposal has been
unanimously approved by the EXOR Board and requires no EXOR
shareholder approval. It is subject to limited confirmatory due
diligence, termination of PartnerRe's agreement with AXIS,
execution of definitive agreements and approval by PartnerRe's
shareholders. EXOR provided PartnerRe a form of definitive
agreement that is substantially similar to that which PartnerRe
executed with AXIS. Assuming the full cooperation of the PartnerRe
Board, EXOR expects to close the transaction in 2015 (upon receipt
of customary regulatory approvals).
"We strongly admire the PartnerRe business and its people. Our
proposal provides superior value for PartnerRe shareholders with
the certainty of a cash offer. It also represents a great
opportunity for the company's management and employees to continue
to develop PartnerRe's outstanding potential as a leading global
reinsurer with our committed and stable ownership," said John
Elkann, Chairman and CEO of EXOR. "We have every confidence that
the PartnerRe Board, employees and shareholders will support our
proposal and create the conditions for us to bring this offer to
fruition swiftly."
EXOR's financial advisors on the transaction are BDT &
Company, LLC, Morgan Stanley & Co. LLC and Citigroup Global
Markets Ltd. The legal advisors are Paul, Weiss, Rifkind, Wharton
& Garrison LLP, Cox Hallett Wilkinson Limited, and Pedersoli e
Associati.
CONFERENCE CALL FOR INVESTORS AND ANALYSTS
EXOR Chairman and CEO John Elkann
will host a conference call to present details of EXOR's proposal
to acquire PartnerRe on Wednesday, 15th April 2015 at 9am
EDT / 2pm GMT / 3pm CET.
Please use the links below to register interest and participate
in the conference call. The presentation will be available on the
EXOR website www.exor.com 10 minutes before the start of the
call.
- Conference Call dial-in details:
http://edge.media-server.com/m/p/8bq2gn2d
- Webcast (listen only):
http://edge.media-server.com/m/p/g3urz8h5
Following the presentation, the webcast and related slides will
be accessible on the EXOR website. A replay facility will also be
available until April 21st, 2015.
Replay access numbers:
USA: +1 347 366 9565 or toll free
on 1866 932 5017
UK: +44 (0)20 3427 0598 or toll free on 0800 358 7735
Italy: +39 06 4521 7196 or toll
free on 800 088 741
Replay passcode: 6102857
ABOUT EXOR
EXOR is one of Europe's leading
investment companies and is controlled by the Agnelli family. It is
listed on Milan Stock Exchange and has a market capitalization of
approximately $11 billion and a
net asset value of approximately $14
billion. For over a century EXOR has made successful
investments, including more recently the acquisition of Chrysler by
Fiat, creating the world's seventh largest car producer with a
$21 billion market
capitalization.
EXOR focuses on long-term investments in profitable global
companies, primarily in Europe and
the United States, that benefit
from its strong permanent capital base. In addition to FCA its
principal investments include CNH Industrial, the fourth largest
global capital goods company (with a $11
billion market capitalization), and Cushman & Wakefield,
the world's largest private commercial real estate services
company.
FORWARD-LOOKING STATEMENTS
Certain statements and information contained in this
communication that are not statements or information of historical
fact constitute forward-looking statements, notwithstanding that
such statements are not specifically identified as such. These
statements may include terminology such as "may", "will ",
"expect", "could", "should", "intend", "commit", "estimate",
"anticipate", "believe", "remain", "on track", "design", "target",
"objective", "goal", "forecast", "projection", "outlook",
"prospects", "plan", "intend", or similar terminology, including by
way of example and without limitation plans, intentions and
expectations regarding the proposal to acquire PartnerRe, the
financing of a potential transaction, and the anticipated results,
benefits, synergies, earnings accretion, costs, timing and other
expectations of the benefits of a potential transaction.
Forward-looking statements are related to future, not past,
events and are not guarantees of future performance. These
statements are based on current expectations and projections about
future events and, by their nature, address matters that are, to
different degrees, uncertain and are subject to inherent risks and
uncertainties. They relate to events and depend on circumstances
that may or may not occur or exist in the future, and, as such,
undue reliance should not be placed on them. Actual results may
differ materially from those expressed in such statements as a
result of a variety of factors, including changes in general
economic, financial and market conditions and other changes in
business conditions, changes in commodity prices, the level of
demand and financial performance of the major industries our
portfolio companies serve, changes in regulations and institutional
framework (in each case, in Italy
or abroad), and many other factors, most of which are outside of
the control of EXOR. EXOR expressly disclaims and does not assume
any liability in connection with any inaccuracies in any of these
forward-looking statements or in connection with any use by any
party of such forward-looking statements. Any forward-looking
statements contained in this communication speaks only as of the
date of this communication.
The Company undertakes no obligation to update or revise its
outlook or forward-looking statements, whether as a result of new
developments or otherwise. Names, organizations and company names
referred to may be the trademarks of their respective owners. This
communication does not represent investment advice neither a
solicitation, nor a recommendation nor an invitation, nor an offer
for the purchase or sale of financial products and/or of any kind
of financial services as contemplated by the laws in any country or
state.
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SOURCE EXOR