PartnerRe Ltd. (NYSE:PRE) today announced that it has received
an unsolicited proposal from EXOR (EXO IM), a European investment
company controlled by the Agnelli family, to acquire 100% of the
common shares of the company for $130.00 per share in cash, valuing
PartnerRe at $6.4 billion.
As was previously announced on January 25, 2015, PartnerRe has
entered into a definitive amalgamation agreement with AXIS Capital
to combine and create one of the world’s leading specialty
insurance and reinsurance companies.
Consistent with its fiduciary duties, the PartnerRe Board of
Directors will review the EXOR proposal to determine the course of
action that it believes is in the best interests of PartnerRe and
its shareholders. The Board will announce its position regarding
the EXOR proposal following its review, which will be completed in
due course.
Credit Suisse is acting as financial advisor and Davis Polk
& Wardwell LLP and Appleby (Bermuda) Limited are acting as
legal counsel to PartnerRe.
About PartnerRe
PartnerRe Ltd. is a leading global reinsurer, providing
multi-line reinsurance to insurance companies. The Company, through
its wholly owned subsidiaries, also offers capital markets products
that include weather and credit protection to financial, industrial
and service companies. Risks reinsured include property, casualty,
motor, agriculture, aviation/space, catastrophe, credit/surety,
engineering, energy, marine, specialty property, specialty
casualty, multi-line and other lines in its Non-life operations,
mortality, longevity and accident and health in its Life and Health
operations, and alternative risk products. For the year ended
December 31, 2014, total revenues were $6.5 billion. At
December 31, 2014, total assets were $22.3 billion, total
capital was $7.9 billion and total shareholders’ equity
attributable to PartnerRe was $7.0 billion.
PartnerRe on the Internet: www.partnerre.com
Important Information For Investors And Shareholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
a proposed business combination between PartnerRe Ltd.
(“PartnerRe”) and AXIS Capital Holdings Limited
(“AXIS”). In connection with this proposed business
combination, PartnerRe and/or AXIS may file one or more proxy
statements, registration statements, proxy statement/prospectus or
other documents with the Securities and Exchange Commission (the
“SEC”). This communication is not a substitute for any proxy
statement, registration statement, proxy statement/prospectus or
other document PartnerRe and/or AXIS may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE PROXY
STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s)
(if and when available) will be mailed to stockholders of PartnerRe
and/or AXIS, as applicable. Investors and security holders will be
able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by PartnerRe
and/or AXIS through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
PartnerRe will be available free of charge on PartnerRe’s internet
website at http://www.partnerre.com or by contacting PartnerRe’s
Investor Relations Director by email at robin.sidders@partnerre.com
or by phone at 1-441-294-5216. Copies of the documents filed with
the SEC by AXIS will be available free of charge on AXIS’ internet
website at http://www.axiscapital.com or by contacting AXIS’
Investor Relations Contact by email at
linda.ventresca@axiscapital.com or by phone at 1-441-405-2727.
Participants in Solicitation
PartnerRe, AXIS, their respective directors and certain of their
respective executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of PartnerRe is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2014, which was filed with the SEC on
February 26, 2015, its proxy statement for its 2014 annual meeting
of stockholders, which was filed with the SEC on April 1, 2014, its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2014 which was filed with the SEC on October 31, 2014 and its
Current Reports on Form 8-K, which were filed with the SEC on
January 29, 2015, May 16, 2014 and March 27, 2014. Information
about the directors and executive officers of AXIS is set forth in
its Annual Report on Form 10-K for the year ended December 31,
2014, which was filed with the SEC on February 23, 2015, its proxy
statement for its 2014 annual meeting of stockholders, which was
filed with the SEC on March 28, 2014, its Quarterly Report on Form
10-Q for the quarter ended September 30, 2014 which was filed with
the SEC on October 31, 2014 and its Current Report on Form 8-K,
which was filed with the SEC on March 11, 2015, January 29, 2015,
August 7, 2014, June 26, 2014, March 27, 2014 and February 26,
2014.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication regarding the proposed
transaction between PartnerRe and AXIS are “forward-looking”
statements. The words “anticipate,” “believe,” “ensure,” “expect,”
“if,” “intend,” “estimate,” “probable,” “project,” “forecasts,”
“predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,”
“potential,” “may,” “might,” “anticipate,” “likely” “plan,”
“positioned,” “strategy,” and similar expressions, and the negative
thereof, are intended to identify forward-looking statements. These
forward-looking statements, which are subject to risks,
uncertainties and assumptions about PartnerRe and AXIS, may include
projections of their respective future financial performance, their
respective anticipated growth strategies and anticipated trends in
their respective businesses. These statements are only predictions
based on current expectations and projections about future events.
There are important factors that could cause actual results, level
of activity, performance or achievements to differ materially from
the results, level of activity, performance or achievements
expressed or implied by the forward-looking statements, including
the risk factors set forth in PartnerRe’s and AXIS’ most recent
reports on Form 10-K, Form 10-Q and other documents on file with
the SEC and the factors given below:
• failure to obtain the approval of shareholders of PartnerRe or
AXIS in connection with the proposed transaction;
• the failure to consummate or delay in consummating the
proposed transaction for other reasons;
• the timing to consummate the proposed transaction;
• the risk that a condition to closing of the proposed
transaction may not be satisfied;
• the risk that a regulatory approval that may be required for
the proposed transaction is delayed, is not obtained, or is
obtained subject to conditions that are not anticipated;
• AXIS’ or PartnerRe’s ability to achieve the synergies and
value creation contemplated by the proposed transaction;
• The ability of either PartnerRe or AXIS to effectively
integrate their businesses; and
• the diversion of management time on transaction-related
issues.
PartnerRe’s forward-looking statements are based on assumptions
that PartnerRe believes to be reasonable but that may not prove to
be accurate. AXIS’ forward-looking statements are based on
assumptions that AXIS believes to be reasonable but that may not
prove to be accurate. Neither PartnerRe nor AXIS can guarantee
future results, level of activity, performance or achievements.
Moreover, neither PartnerRe nor AXIS assumes responsibility for the
accuracy and completeness of any of these forward-looking
statements. PartnerRe and AXIS assume no obligation to update or
revise any forward-looking statements as a result of new
information, future events or otherwise, except as may be required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
PartnerRe Ltd.:Investor:Robin Sidders,
441-294-5216robin.sidders@partnerre.comorMedia:Celia Powell,
441-294-5210celia.powell@partnerre.comorSard Verbinnen & CoDrew
Brown/Robin Weinberg212-687-8080
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