S&P Has Not Provided a View on
PartnerRe’s Ratings in Relation to a Potential Sale to EXOR
S&P Has Provided a View on EXOR’s
Ratings – It has Revised its Outlook on EXOR’s Ratings to
“Negative”
The PartnerRe and AXIS Merger Protects
Preferred Shareholders, while the EXOR Offer would Pose Material
Uncertainties to the Value of PartnerRe Preferred Shares
PartnerRe Ltd. (NYSE:PRE) today corrected recent misleading
statements made by EXOR regarding PartnerRe’s ratings in the event
of a sale to EXOR. EXOR’s June 16, 2015 release implies that EXOR
had received official guidance from Standard and Poor’s (“S&P”)
on the ratings of PartnerRe under potential EXOR ownership.
PartnerRe believes it is imperative to make clear the following
facts:
S&P Has NOT Provided a View on
PartnerRe’s Ratings in Relation to a Sale to EXOR
- S&P has not taken a view nor has
it made any public statements regarding the credit or financial
strength ratings of PartnerRe in the event of an EXOR
acquisition. EXOR’s statements with regard to PartnerRe’s
potential credit ratings are misleading, and do not reflect the
views of S&P or S&P’s analyst for PartnerRe.
- PartnerRe does not anticipate that
S&P will comment on the potential rating implications of a
hypothetical EXOR acquisition of PartnerRe unless and until a
definitive merger agreement is in place.
S&P Has Provided a View on EXOR’s
Ratings in Relation to a Potential Acquisition of PartnerRe – It
has Revised its Outlook on EXOR’s Ratings to
“Negative”
- S&P revised its outlook on
EXOR’s credit rating to “Negative” following its unsolicited offer
to acquire PartnerRe due to EXOR’s increased indebtedness
associated with financing the proposed acquisition.As S&P
stated on April 17, 2015: “The [EXOR] negative outlook reflects our view that if the
PartnerRe acquisition is completed, EXOR’s LTV [loan-to-value] may
exceed our 20% threshold for the ratings. It also reflects our view
that EXOR’s listed assets may fall below 60% of total assets, which
we believe would not be commensurate with our current assessment of
a ‘satisfactory’ business risk profile.”
S&P Has Affirmed PartnerRe’s
Ratings With a Stable Outlook in the Context of the AXIS
Merger
As S&P stated on March 13, 2015: “We are
affirming all of our ratings on AXIS and PartnerRe and their
respective operating companies… The stable outlook reflects our
view that, after the deal closes, the consolidated group will
maintain a very strong capitalization redundant at the 'AA' level.
We also expect the group to strengthen its very strong competitive
position supported by a diverse product portfolio.”
The preferred shares of the merged
PartnerRe/AXIS will be supported by a stronger combined balance
sheet, increased equity base and enhanced, more stable
earnings.
A potential sale of PartnerRe to EXOR
presents significant uncertainties to preferred shareholders and
creditors, which would need to be evaluated by all four ratings
agencies (S&P, Moody’s, A.M. Best and Fitch).
- Unlike common shareholders,
perpetual preferred shareholders and creditors would retain a
continuing interest in PartnerRe post-acquisition by EXOR.
- Preferred shares would be a
fundamentally different security if PartnerRe were owned by EXOR
vs. merged with AXIS:
- Wholly owned subsidiary of diversified
financial investor vs. independent enterprise solely focused on
reinsurance / insurance.
- Directly exposed to parent company
decisions about management, dividend policy, enterprise risk
profile which may be driven by factors extraneous to insurance
markets.
- Indirectly exposed to financial
condition of sister companies Fiat Chrysler Automobiles (“FCA”) and
CNH Industrial – non-investment grade rated industrial entities
that are marginally profitable and capital intensive and
cyclical.
- More limited access to capital
following a major catastrophe as a wholly-owned subsidiary of EXOR
vs. remaining as a publicly listed company when merged with
AXIS.
- Notwithstanding EXOR’s assertions,
PartnerRe’s credit standing and ratings will be impacted by
developments at EXOR and vice versa.
- Rating agency communications are clear
on this point and are supported by rating methodologies for
operating holding companies.
PartnerRe continues to believe that there is considerable
downside risk involved in a sale to EXOR, on its current price and
terms, especially for preferred shareholders.
The PartnerRe Board of Directors continues to urge its
shareholders of both common and preferred shares to promptly use
the white proxy card to vote FOR the Amalgamation Agreement with
AXIS Capital at the Shareholder Meeting on July 24, 2015.
Shareholders with questions about how to vote their shares may call
Innisfree M&A Incorporated at (877) 825-8971 (toll-free from
the U.S. and Canada) or +1-412-232-3651 (from other locations.)
Additional information is available on PartnerRe’s website and
on www.partnerre-valuecreation.com.
_____________________________________________
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 AXIS have filed a registration statement
on Form S-4 with the Securities and Exchange Commission (the
“SEC”), and a definitive joint proxy statement/prospectus of
PartnerRe and AXIS and other documents related to the proposed
transaction. This communication is not a substitute for any such
documents. The registration statement was declared effective by the
SEC on June 1, 2015 and the definitive proxy statement/prospectus
has been mailed to shareholders of PartnerRe and AXIS. INVESTORS
AND SECURITY HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. A definitive proxy statement has been mailed to
shareholders of PartnerRe and AXIS. Investors and security holders
may obtain free copies of these documents 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 are 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 are 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 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, is contained
in the joint proxy statement/prospectus and other relevant
materials filed with the SEC.
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,” “illustrative,” “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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150623006021/en/
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
Partnerre (NYSE:PRE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Partnerre (NYSE:PRE)
Historical Stock Chart
From Apr 2023 to Apr 2024