PartnerRe Ltd. (NYSE:PRE) today announced that its Board of
Directors has determined that it is prepared to engage in
discussions with EXOR S.p.A. to determine whether EXOR’s offer,
received on May 12, 2015, to acquire all of the outstanding common
shares of PartnerRe for $137.50 per share in cash can be improved
so that it is compelling, on price and terms, to PartnerRe’s
shareholders.
PartnerRe has secured a waiver from AXIS Capital, allowing
direct engagement with EXOR with customary access, including due
diligence. PartnerRe expects to undertake these discussions with
EXOR as expeditiously and constructively as possible in order to
come to a decision that is in the best interest of the Company and
its shareholders.
There can be no assurance that the discussions with EXOR will
result in a transaction that the PartnerRe Board is prepared to
recommend or that there will be a consummation of a
transaction.
Jean-Paul L. Montupet, Chairman of PartnerRe, stated,
“PartnerRe’s Board of Directors is open-minded and focused on
creating value for our shareholders. Although we were disappointed
that EXOR has made misleading statements regarding our prior
discussions, we are interested in a proposal that may lead to
superior value for our shareholders. While we believe that
PartnerRe is worth materially more than EXOR has offered and the
terms they have proposed are deficient, we stand ready to negotiate
with EXOR in good faith to determine their willingness to propose a
transaction that, taking into account price, closing certainty,
timing and other terms, is in the best interests of our
shareholders.”
Concurrently, the PartnerRe Board has issued a letter to
PartnerRe shareholders responding to mischaracterizations and
misstatements made by EXOR on their proposal and the discussions
between the two parties. The letter can be found on PartnerRe’s
website at www.partnerre.com.
The Board has not changed its recommendation with respect to,
and continues to support, the pending merger with AXIS Capital.
Credit Suisse and Lazard are acting as financial advisors and
Davis Polk & Wardwell LLP and Appleby Global Services 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
March 31, 2015, total assets were $22.5 billion, total capital
was $8.0 billion and total shareholders’ equity attributable to
PartnerRe was $7.2 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 March 31, 2015, which was filed with the SEC on
May 4, 2015 and its Current Reports on Form 8-K, which were filed
with the SEC on March 27, 2014, May 16, 2014 and
January 29, 2015. 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 March 31, 2015, which was filed with the
SEC on May 4, 2015 and its Current Reports on Form 8-K, which were
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:
• the 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150520005754/en/
PartnerRe Ltd.:Investors:Robin Sidders,
441-294-5216robin.sidders@partnerre.comorMedia:Celia Powell,
441-294-5210celia.powell@partnerre.comorSard Verbinnen & CoDrew
Brown/Robin Weinberg, 212-687-8080
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