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 24, 2015
PARTNERRE LTD.
(Exact Name Of Registrant As Specified
In Charter)
____________________
Bermuda
(State of Incorporation)
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001-14536
(Commission File No.)
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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 24, 2015, PartnerRe Ltd. (“PartnerRe”)
issued a press release correcting Exor S.p.A.’s misleading statements regarding 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 |
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99.1 |
Press Release dated June 24, 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.
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PARTNERRE LTD. |
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Date: |
June 24, 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 |
Description |
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99.1 |
Press Release dated June 24, 2015 |
Exhibit 99.1
News Release
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EXOR’s
Statements Regarding PartnerRe Preferred Shares
are Misleading and Irrelevant
PEMBROKE, Bermuda –
June 24, 2015 – PartnerRe Ltd. (NYSE:PRE) today corrected continued misleading statements made by EXOR regarding PartnerRe’s
ratings in the event of a sale to EXOR and the impact of such a transaction on PartnerRe’s preferred shareholders.
PartnerRe believes that its shareholders
should have a clear understanding of the following important and relevant facts:
| · | S&P
has not made any statement or affirmation regarding the ratings of PartnerRe’s
preferred shares under EXOR. |
| · | Moody’s,
Fitch and A.M. Best also currently rate PartnerRe’s preferred shares. |
| · | PartnerRe
under potential EXOR ownership would be a wholly owned subsidiary, unlike EXOR’s
current portfolio of partially owned companies, none of which are insurance companies.
Consistent with the methodology for evaluating insurance companies, rating agencies would
examine EXOR’s strategy and business plans for PartnerRe, including capital distributions. |
| · | The
rating agencies will also consider EXOR’s financial flexibility in the context
of its portfolio of capital intensive and marginally profitable businesses with limited
free cash generation. |
| · | EXOR’s
leverage will increase substantially in the context of an acquisition of PartnerRe, a
factor cited by S&P in assigning a negative outlook to EXOR’s rating, and this
debt burden would be supported by EXOR’s operating subsidiaries. |
| · | All
four rating agencies have publicly stated that the merger with AXIS Capital will result
in a stronger and more diversified insurance and reinsurance business, better positioned
to compete in evolving markets. |
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
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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
News Release
|
|
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:
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.
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