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): June 23, 2015
PARTNERRE LTD.
(Exact Name Of Registrant As Specified
In Charter)
____________________
Bermuda
(State of Incorporation)
|
001-14536
(Commission File No.)
|
Not Applicable
(I.R.S. Employer
Identification No.)
|
Wellesley House, 90 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441)
292-0888
(Registrant’s telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
____________________
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 (see General
Instruction A.2 below):
| ☒ | 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 June 23, 2015, PartnerRe Ltd. (“PartnerRe”)
issued a press release correcting Exor S.p.A.’s misleading press release dated June 16, 2015 on PartnerRe’s preferred
shares.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No |
Description |
|
|
99.1 |
Press Release dated June 23, 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 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.
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.
|
|
PARTNERRE LTD. |
|
|
|
|
|
|
Date: |
June 23, 2015 |
|
By: |
/s/
Marc Wetherhill |
|
|
|
|
Name: |
Marc Wetherhill |
|
|
|
|
Title: |
Chief Legal Counsel |
|
|
|
|
|
|
EXHIBIT INDEX
Exhibit No |
Description |
|
|
99.1 |
Press Release dated June 23, 2015 |
Exhibit 99.1
News Release
PartnerRe
Corrects EXOR’s Misleading Press Release on PartnerRe’s Preferred Shares
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
PEMBROKE, Bermuda – June 23, 2015 – 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.
News Release
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.
_____________________________________________
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 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.
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 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:
News Release
• 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.
Partnerre (NYSE:PRE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Partnerre (NYSE:PRE)
Historical Stock Chart
From Apr 2023 to Apr 2024