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): July 24, 2015
AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)
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Bermuda |
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001-31721 |
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98-0395986 |
(State of Incorporation) |
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(Commission File No.) |
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(I.R.S. Employer
Identification No.) |
92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441) 496-2600
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c)) |
On July 24, 2015, AXIS Capital Holdings Limited, a Bermuda exempted
company, issued a press release relating to its proposed amalgamation with PartnerRe Ltd., a Bermuda exempted company, first announced on January 25, 2015.
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
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Exhibit No |
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Description |
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99.1 |
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Press Release dated July 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 PartnerRes internet website at
http://www.partnerre.com or by contacting PartnerRes 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 PartnerRes 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:
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the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction; |
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the failure to consummate or delay in consummating the proposed transaction for other reasons; |
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the timing to consummate the proposed transaction; |
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the risk that a condition to closing of the proposed transaction may not be satisfied; |
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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; |
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AXIS or PartnerRes ability to achieve the synergies and value creation contemplated by the proposed transaction; |
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the ability of either PartnerRe or AXIS to effectively integrate their businesses; and |
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the diversion of management time on transaction-related issues. |
PartnerRes 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.
Dated: July 24, 2015
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AXIS CAPITAL HOLDINGS LIMITED |
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By: |
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/s/ Richard T. Gieryn, Jr. |
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Richard T. Gieryn, Jr. |
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General Counsel |
EXHIBIT INDEX
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Exhibit No |
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Description |
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99.1 |
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Press Release dated July 24, 2015 |
Exhibit 99.1
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Investor Contact |
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Media Contact |
Linda Ventresca |
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Michael Herley |
AXIS Capital Holdings Limited |
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Kekst and Company |
info@axiscapital.com |
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michael-herley@kekst.com |
(441) 405-2727 |
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(212) 521-4897 |
Independent Proxy Advisory Firm ISS Recommends AXIS Capital
Shareholders Vote in Favor of Amalgamation Agreement
with PartnerRe
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Recommendation by ISS Recognizes the Value Creation Resulting from Proposed Amalgamation --
PEMBROKE, Bermuda, July 24, 2015 AXIS
Capital Holdings Limited (AXIS Capital) (NYSE:AXS) today announced that Institutional Shareholder Services (ISS), an independent proxy advisory firm, has recommended that AXIS Capital shareholders vote FOR the
proposed amalgamation agreement with PartnerRe Ltd. (PartnerRe) (NYSE: PRE).
Commenting on the ISS report, AXIS Capital CEO Albert Benchimol
said: We are pleased that ISS supports our Board of Directors strategic rationale for pursuing an amalgamation agreement with PartnerRe and that ISS recommends that AXIS Capital shareholders vote in favor of all management proposals at
the August 7, 2015 special meeting of shareholders.
AXIS Capital further stated that it finds the separate ISS analysis for PartnerRe
shareholders to be inconsistent with the reasoning put forward in its AXIS Capital report. On the one hand ISS recognizes the strategic and financial benefits of the merger for AXIS Capital shareholders in its conclusion, noting that it will
likely benefit from the increased scale of the merged entity, but on the other hand ISS applies a different line of reasoning in its report for PartnerRe shareholders, failing to recognize the pro-forma financial profile of the combined
company and the continuity of interest for PartnerRe shareholders.
Mr. Benchimol concluded: AXIS Capital is a financially strong and
strategically well-positioned company with three strong and diversified businesses todayincluding reinsurance; accident and health; and specialty insurance. The amalgamation agreement provides PartnerRe with a low-risk entry into the primary
insurance market and accelerates its accident and health initiative. For AXIS Capital, the amalgamation expands our reinsurance business, enables a further acceleration of our growth initiatives, and provides significant cost savings.
The Board of Directors for AXIS Capital continues to unanimously recommend that shareholders vote FOR the amalgamation agreement between AXIS
Capital and PartnerRe.
AXIS Capital Holdings
Limited 92 Pitts Bay Road Pembroke, Bermuda HM08
Tel. 441.496.2600 Fax 441.405.2600
www.axiscapital.com
If you have not yet received your proxy materials or require any assistance in completing your proxy, please
consult with our joint proxy solicitor, Mackenzie Partners, Inc., by telephone at 1-800-322-2885 toll-free in North America or online at http://www.mackenziepartners.com/. Please read the proxy cards for voting instructions and for additional
information on voting shares.
About AXIS Capital
AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders equity attributable to AXIS Capital
at March 31, 2015 of $6.0 billion and locations in Bermuda, the United States, Europe, Singapore, Canada, Australia, and Latin America. Its operating subsidiaries have been assigned a rating of A+ (Strong) by
Standard & Poors and A+ (Superior) by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.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 PartnerRes internet website at http://www.partnerre.com
or by contacting PartnerRes 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
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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
PartnerRes 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:
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the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction; |
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the failure to consummate or delay in consummating the proposed transaction for other reasons; |
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the timing to consummate the proposed transaction; |
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the risk that a condition to closing of the proposed transaction may not be satisfied; |
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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 Capital Holdings Limited 92 Pitts Bay Road Pembroke, Bermuda HM08
Tel. 441.496.2600 Fax 441.405.2600
www.axiscapital.com
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AXIS or PartnerRes ability to achieve the synergies and value creation contemplated by the proposed transaction; |
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the ability of either PartnerRe or AXIS to effectively integrate their businesses; and |
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the diversion of management time on transaction-related issues. |
PartnerRes 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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