EXOR Chairman and CEO
John Elkann to Discuss All-Cash, Binding Offer of $137.50 per share
for PartnerRe Common Shareholders
EXOR to Underscore
Greater Security and Stability its Offer Provides PartnerRe
Preferred Shareholders
EXOR S.p.A. (“EXOR”; EXO.IM), one of Europe’s leading listed
investment companies and the largest shareholder of PartnerRe Ltd.
(“PartnerRe”; NYSE:PRE), will be holding an Investor Meeting on
Tuesday, July 7, 2015, at 9:00 a.m., E.D.T., at the St. Regis New
York, 2 East 55th Street, New York City for all PartnerRe
shareholders. At the meeting, John Elkann, Chairman and CEO of
EXOR, will discuss EXOR’s superior all-cash, binding, fully
financed offer to acquire PartnerRe for $137.50 per common share.
EXOR will also discuss how its ownership of PartnerRe will create
greater security and stability for PartnerRe preferred shareholders
going forward. EXOR believes its offer is clearly superior to the
AXIS transaction and looks forward to communicating directly with
shareholders at the meeting.
The meeting is open to all PartnerRe shareholders, including
common and preferred, owned by both institutional and retail
investors. Investors interested in attending are required to
register by 5:00 p.m. E.D.T. on Monday, July 6, 2015 and can do so
by emailing EXOR@abmac.com.
EXOR is soliciting common and preferred shareholders to vote
AGAINST the proposed AXIS transaction at the upcoming Special
General Meeting of PartnerRe shareholders to be held on July 24,
2015. This is an essential vote for the PartnerRe Board of
Directors to be able to accept EXOR’s superior offer for the
Company.
EXOR therefore continues to urge PartnerRe shareholders to vote
the GOLD proxy card
AGAINST all three proposals
related to the AXIS transaction and asks shareholders not to sign
or return any WHITE proxy cards they receive from PartnerRe.
Shareholders who have already returned a WHITE proxy card, can
change their vote by simply returning the GOLD proxy card.
PartnerRe shareholders seeking clarity on the EXOR offer can
contact EXOR’s proxy solicitor, Okapi Partners LLC, at
info@okapipartners.com or toll free at (877) 796-5274 (banks and
brokerage firms should call +1 (212) 297-0720). Information about
EXOR’s offer and access to proxy materials are also available at
www.exor-partnerre.com.
ABOUT EXOR
EXOR is one of Europe’s leading investment companies and is
controlled by the Agnelli family. It is listed on the Milan Stock
Exchange and has a market capitalization of approximately $12
billion and a net asset value of approximately $15 billion. For
over a century EXOR has made successful investments, including more
recently the acquisition of Chrysler by Fiat, creating the world’s
seventh largest car producer (“FCA”) with a $20 billion market
capitalization.
EXOR focuses on long-term investments in profitable global
companies, primarily in Europe and the United States, that benefit
from its strong permanent capital base. In addition to FCA, its
principal investments include CNH Industrial, the fourth largest
global capital goods company (with a $12 billion market
capitalization), and Cushman & Wakefield, the world’s largest
private commercial real estate services company.
FORWARD-LOOKING STATEMENTS
Certain statements and information contained in this
communication that are not statements or information of historical
fact constitute forward-looking statements, notwithstanding that
such statements are not specifically identified as such. These
statements may include terminology such as “may”, “will”, “expect”,
“could”, “should”, “intend”, “commit”, “estimate”, “anticipate”,
“believe”, “remain”, “on track”, “design”, “target”, “objective”,
“goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”,
“intend”, or similar terminology, including by way of example and
without limitation plans, intentions and expectations regarding the
proposal to acquire PartnerRe, the financing of a potential
transaction, and the anticipated results, benefits, synergies,
earnings accretion, costs, timing and other expectations of the
benefits of a potential transaction.
Forward-looking statements are related to future, not past,
events and are not guarantees of future performance. These
statements are based on current expectations and projections about
future events and, by their nature, address matters that are, to
different degrees, uncertain and are subject to inherent risks and
uncertainties. They relate to events and depend on circumstances
that may or may not occur or exist in the future, and, as such,
undue reliance should not be placed on them. Actual results may
differ materially from those expressed in such statements as a
result of a variety of factors, including changes in general
economic, financial and market conditions and other changes in
business conditions, changes in commodity prices, the level of
demand and financial performance of the major industries our
portfolio companies serve, changes in regulations and institutional
framework (in each case, in Italy or abroad), and many other
factors, most of which are outside of the control of EXOR. EXOR
expressly disclaims and does not assume any liability in connection
with any inaccuracies in any of these forward-looking statements or
in connection with any use by any party of such forward-looking
statements. Any forward-looking statements contained in this
communication speak only as of the date of this communication.
EXOR undertakes no obligation to update or revise its outlook or
forward-looking statements, whether as a result of new developments
or otherwise. Names, organizations and company names referred to
may be the trademarks of their respective owners. This
communication does not represent investment advice neither a
solicitation, nor a recommendation nor an invitation, nor an offer
for the purchase or sale of financial products and/or of any kind
of financial services as contemplated by the laws in any country or
state.
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. EXOR
has filed a proxy statement (the “Proxy Statement”) with the United
States Securities and Exchange Commission (the “SEC”) in connection
with the upcoming special meeting of the shareholders of PartnerRe
at which the PartnerRe shareholders will consider certain proposals
regarding the proposed transaction with AXIS (the “Special Meeting
Proposals”).
This material is not a substitute for the Proxy Statement that
EXOR has filed with the SEC or any other documents which EXOR may
send to its or PartnerRe’s shareholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such
documents, when filed, are available free of charge at the SEC’s
website (www.sec.gov) or by directing a request to EXOR through the
investor contacts listed above.
PARTICIPANTS IN THE SOLICITATION
EXOR and its directors, executive officers and other employees
may be deemed to be participants in any solicitation of
shareholders in connection with the Special Meeting Proposals.
Information regarding EXOR’s directors and executive officers is
available in EXOR’s public announcements and filings with the SEC,
Consob and the Borsa Italiana, which can also be found
at www.exor.com. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, is available in the Proxy
Statement.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150630006534/en/
Investors:EXOR Investor RelationsFabiola Portoso, +39 011
509 0345ir@exor.comorOkapi Partners LLC is assisting EXOR with its
efforts to solicit proxies. PartnerRe shareholders who have
questions about voting their shares should call Okapi Partners LLC
toll free at (877) 796-5274 (banks and brokerage firms should call
+1 (212) 297-0720).orOkapi PartnersBruce H. Goldfarb / Pat McHugh /
Jon Einsidler / Lydia
Mulykinfo@okapipartners.comorMedia:EXOR Media
RelationsAndrea Griva+39 011 509 0318media@exor.comorStockWell
CommunicationsPhilip Gawith / Richard Holloway / Laura Gilbert+44
20 7240 2486exor@stockwellgroup.comorAbernathy MacGregorTom Johnson
/ Mike Pascale / Allyson Vento+1 212
371-5999exor@ABMAC.comorCommunityAuro Palomba / Marco Rubino+39 02
8940 4231milano@communitygroup.it
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