UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 20, 2015
PartnerRe Ltd.
(Exact Name of Registrant as Specified in
Its Charter)
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Bermuda |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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001-14536 |
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Not Applicable |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda |
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HM 08 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (441) 292-0888 |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
8.01. Other Events.
On May 20, 2015, PartnerRe Ltd. (“PartnerRe”)
issued a press release announcing that its board of directors had determined that it is prepared to engage in discussions with
EXOR S.p.A.
On the same date, the PartnerRe board of
directors also issued a letter to the shareholders of PartnerRe.
Copies the press releases are attached hereto
as Exhibit 99.1 and Exhibit 99.2 and each is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release dated May 20, 2015 |
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99.2 |
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Press Release dated May 20, 2015 |
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 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 March 31, 2015, which was filed with the SEC on May 4, 2015 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:
• 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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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PartnerRe Ltd.
(Registrant) |
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Date: |
May 20, 2015 |
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By: |
/s/ Marc Wetherhill |
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Name: |
Marc Wetherhill |
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Title: |
Chief Legal Counsel |
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Exhibit Index
Exhibit No. |
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Description |
99.1 |
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Press Release dated May 20, 2015 |
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99.2 |
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Press Release dated May 20, 2015 |
Exhibit 99.1
News Release
PartnerRe Board of Directors Seeks to Engage EXOR in Discussions
Regarding Potential Transaction
PEMBROKE,
Bermuda – May 20, 2015 – 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.
_____________________________________________
News Release
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
PartnerRe Ltd. Contacts:
Investor Contact: Robin Sidders
robin.sidders@partnerre.com
(441)-294-5216
Media Contact: Celia Powell
celia.powell@partnerre.com
(441)-294-5210
Or
Sard Verbinnen & Co
Drew Brown/Robin Weinberg
(212)-687-8080
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
News Release
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;
News Release
• 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.
Exhibit 99.2
News
Release
PartnerRe
Board of Directors Issues Letter to Shareholders
PEMBROKE,
Bermuda – May 20, 2015 – PartnerRe Ltd. (NYSE:PRE) today issued the following letter to shareholders on behalf
of the Company’s Board of Directors:
May
20, 2015
Dear
PartnerRe Shareholders:
As you
have seen, we announced today that we are prepared to engage with EXOR
to determine whether EXOR’s offer can be improved so that it is compelling, on price and terms,
to our shareholders. We appreciate the support of our shareholders, clients, partners and employees and reiterate that we are
sharply focused on value creation.
However,
at the same time, we believe it is important to set the record straight on our process to date and our decisions regarding the
Amalgamation Agreement with AXIS Capital and our rejection of EXOR’s initial proposal. We believe our interactions with
EXOR to date have been severely distorted and mischaracterized by EXOR.
THE
PARTNERRE BOARD HAS CONSISTENTLY ACTED – AND WILL CONTINUE
TO ACT – IN THE BEST INTEREST OF OUR SHAREHOLDERS
The
Board’s Decision to Merge with AXIS
Followed a Thorough Exploration of Strategic Options.
As
part of our regular review of the Company’s ability to execute on its strategic plan and long-term objectives, over the
past two years the Board has been intensely studying the critical factors driving an evolving and increasingly challenging industry
environment, including continued industry consolidation and extremely competitive pricing.
In
this context, the Board actively considered various strategic options and a range of potential transactions with companies in
the reinsurance and primary insurance markets. Other transformative transactions, such as a sale, were also considered. The Board
had concluded that challenging market conditions and depressed valuations made it imprudent to pursue a “sale” path
that would not appropriately reward PartnerRe shareholders for the value of its unique franchise, brand and market position.
After
evaluating a full range of alternatives, it became clear that AXIS – a potential strategic partner with a roughly even split
of reinsurance and insurance businesses – was the most compelling opportunity for our shareholders. It would allow us to
be invested in the primary insurance business for no premium and to be a consolidator in the reinsurance
market. This important continuity of interests allows our shareholders to benefit from substantial financial and operational synergies
and significant immediate and future value creation.
News
Release
PartnerRe’s
Board Approached the EXOR Proposal of $130.00 per Share
Responsibly to Assess Value and Risks
Between
April 14, 2015 and April 17, 2015, members of the PartnerRe Transaction Committee, representatives from outside legal counsel
and financial advisors, and certain senior executives of PartnerRe had a series of detailed discussions on the EXOR Proposal in
order to make a recommendation to the PartnerRe Board.
PartnerRe
also commenced preparation of a data room for EXOR based upon the information made available to AXIS during its due diligence
prior to entering into the Amalgamation Agreement.
Upon
initial review, it was clear to the PartnerRe Board that the EXOR written proposal was notably lacking in several areas:
| X | No
financing documentation was provided with the written proposal |
| X | No
information was provided regarding EXOR’s controlling shareholder and its ownership
of EXOR in order to evaluate the insurance and antitrust regulatory filings required
and the feasibility of obtaining those approvals |
| X | No
information was provided on whether and how EXOR would protect PartnerRe and its shareholders
from a withdrawal of the EXOR Proposal during the potentially protracted period from
when PartnerRe would change its recommendation and the termination of the amalgamation
agreement. |
However,
PartnerRe’s Board was focused on constructively addressing these concerns and in a meeting on April 18, 2015, the PartnerRe
Board, taking into consideration the advice of its outside advisors, unanimously agreed with the PartnerRe Transaction Committee’s
recommendation to engage with EXOR to explore the improvements EXOR might make on price, terms, timeline, certainty and risks
of the EXOR Proposal. To that end, PartnerRe requested – and AXIS granted – a limited waiver allowing PartnerRe to
engage with EXOR.
EXOR
Has Been Misleading PartnerRe Shareholders as a Negotiating Tactic –
Our Board will NOT Be Coerced into Relinquishing Control for an Inadequate Premium
In
contrast to EXOR’s assertions, the record of exchanges between PartnerRe and EXOR clearly show that EXOR was unwilling
to be flexible on price – a price which significantly undervalues PartnerRe compared to the benefits of the AXIS
transaction and our value as a standalone entity.
Here
are the key facts:
April
19, 2015:
Jean-Paul
Montupet, Chairman of the PartnerRe Board, emailed Mr. John Elkann, Chairman and CEO of EXOR, noting that the proposed price and
non-price terms of the EXOR Proposal of $130.00 per share were not a basis on which the PartnerRe Board would be willing to proceed
with EXOR. Mr. Montupet asked for an in-person meeting. In a subsequent call, Mr. Elkann told Mr. Montupet
News
Release
that
if the purpose of the meeting was to negotiate EXOR’s price, there would be no use in having such meeting because
EXOR had no flexibility in relation to its price. After further discussion, Mr. Elkann agreed to entertain the possibility
of a meeting subject to seeing a proposed agenda.
April
21 - April 23, 2015:
Advisors
to EXOR and PartnerRe discussed specific areas of the EXOR Proposal of $130.00 per share including financing, timeline for due
diligence, EXOR’s willingness to engage in the regulatory approval process, plan for permanent capital financing and the
terms of EXOR’s proposed amalgamation agreement.
April
25, 2015:
Representatives
of Paul Weiss, EXOR’s US legal counsel, notified Davis Polk that EXOR would not be providing any further information related
to its financing arrangements or negotiate any terms related thereto prior to the commencement of due diligence.
April
26, 2015:
Messrs.
Montupet and Elkann had an in-person meeting to discuss the price and non-price terms of the EXOR Proposal. Mr. Montupet clearly
conveyed that the offered price of $130.00 per share undervalued PartnerRe and did not take into account the strength of PartnerRe’s
balance sheet and expected growth of tangible book value per share between December 31, 2014 and the closing of a potential transaction
with EXOR. Further, Mr. Montupet elaborated that the offered price did not include any control premium or value for the PartnerRe
franchise. Mr. Montupet also emphasized that the transaction contemplated by EXOR, an all-cash change of control transaction,
was very different from a no-premium merger of equals with AXIS because such a transaction would terminate the PartnerRe shareholders’
ongoing equity interest, and if this upside opportunity were to be removed, the cash price needed to be increased to compensate
the PartnerRe shareholders accordingly.
In
response, Mr. Elkann repeatedly and categorically stated that $130.00 per share was EXOR’s ‘best and final’
price and that EXOR had no flexibility in this regard.
In addition,
Mr. Elkann specifically requested multiple times that, if PartnerRe rejects the EXOR Proposal, it do so publicly on the basis
of price alone and without identifying the numerous execution risks in the EXOR Proposal which had been identified
by PartnerRe and that EXOR had steadfastly refused to address. In a good faith gesture, PartnerRe accommodated
since our board determined that EXOR’s offer of $130.00 per share was unacceptable as a threshold matter.
In
another follow-up conversation with Mr. Elkann to discuss the EXOR proposal, Mr. Elkann again reaffirmed that EXOR had no
flexibility on the price of its proposal, and that $130.00 was the best and final offer.
News
Release
May
4, 2015:
AXIS
and PartnerRe reaffirmed their commitment to the amalgamation and announced certain terms changes. On the same day, PartnerRe
separately issued a press release announcing that the PartnerRe Board had rejected the EXOR Proposal.
The
PartnerRe Board was thorough and methodical in reaching its conclusion that $130.00 per common share was inadequate and, based
on EXOR’s professed intransigence, was not going to be increased even with the benefit of additional diligence.
EXOR’s
Most Recent Offer of $137.50 per Share Is Unacceptable on Value and Terms
Notwithstanding
their previous assertion that $130.00 per share was their “best and final,” on May 12, 2015, EXOR increased its offer
to $137.50 per share. However, in addition to price inadequacy, the offer has significant structural risks.
Price:
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• | EXOR’s
offer of $137.50 per share significantly undervalues the Company, both as a standalone
entity and by comparison to the benefits inherent in the AXIS transaction. In particular,
the EXOR offer does not adequately compensate PartnerRe shareholders for the strength
of its balance sheet, robust earnings for Q1 2015, the expected growth of PartnerRe’s
tangible book value, any control premium or the value of PartnerRe’s unique franchise. |
Closing
Risk:
| • | EXOR’s
“irrevocable offer” continues to be illusory as it would allow EXOR to abandon
its offer without consequence. Under EXOR’s offer, PartnerRe’s shareholders
would bear the risk of termination fees and expense reimbursement of up to $315 million
under the AXIS transaction if the transaction failed to close. In particular: |
| o | EXOR
parent and its controlling shareholders, who are the entities that must make various
insurance and antitrust regulatory filings, have no contractual obligation to actually
make the required filings or otherwise assist in obtaining regulatory approvals. In addition,
EXOR’s offer does not include a regulatory termination fee to incentivize EXOR
to obtain such approvals and compensate PartnerRe shareholders, net of transaction fees
and expense reimbursement under the AXIS agreement, for risks associated with a transaction
with EXOR. |
| o | EXOR’s
parent guarantee only guarantees the payment obligations of the EXOR subsidiary if a
transaction were to close. If the EXOR parties to the proposed merger agreement breached
any of their other obligations, PartnerRe would have recourse only to EXOR subsidiaries,
which based on limited publicly available information, lack the resources required to
be the accountable party for a transaction of this size. |
News
Release
Timing
Risk:
| • | The
EXOR transaction entails a significantly longer timeframe to closing than the AXIS transaction,
which exposes PartnerRe’s shareholders to heightened execution risk. Without certainty
regarding completion, full exposure to the fast approaching hurricane season and other
potential catastrophes could provide additional risk. EXOR’s offer also fails to
compensate PartnerRe’s shareholders for the growth in the business between now
and any reasonable closing date for a transaction with EXOR. |
Inappropriate
Terms in the Context of a Cash Transaction:
| • | EXOR’s
offer is opportunistic in that it seeks to apply the deal protection measures of PartnerRe’s
no-premium merger-of-equals with AXIS to a cash merger. These terms are not appropriate
in the context of an all-cash transaction. Were we to consider a sale of the Company,
we believe it is important to make all attractive options available to our shareholders. |
Put
simply, quite apart from the issue regarding sufficiency of EXOR’s proposed price, EXOR’s offer entails significant
optionality that would allow EXOR to walk away from a transaction without consequence, requires PartnerRe’s shareholders
to bear the risk of paying up to $315 million of termination fees and expense reimbursement to AXIS and imposes incremental execution
risk while failing to adequately compensate our shareholders in return.
The
Board is Fully Aligned with Shareholders
Although
we will not leave misleading public rhetoric unchallenged, PartnerRe’s Board will engage with EXOR in good faith to determine
if EXOR can improve its offer and terms such that our Board would be willing to recommend it to our shareholders.
Simply stated, the PartnerRe Board has an obligation to do the right
thing for our shareholders and that is what we intend to continue to do.
Respectfully,
The
Board of Directors of PartnerRe Ltd.
_____________________________________________
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
News
Release
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 $8.0billion and total shareholders’ equity attributable
to PartnerRe was $7.2 billion.
PartnerRe
on the Internet: www.partnerre.com
PartnerRe
Ltd. Contacts:
Investor
Contact: Robin Sidders
robin.sidders@partnerre.com
(441)-294-5216
Media
Contact: Celia Powell
celia.powell@partnerre.com
(441)-294-5210
Or
Sard Verbinnen & Co
Drew Brown/Robin Weinberg
(212)-687-8080
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.
News
Release
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;
News
Release
•
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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