Glass Lewis Recognizes Certainty and Premium
Valuation in Line with Prior Transactions of EXOR's $140.50 Per
Share All-Cash Offer
Glass Lewis Says EXOR's Commitments to
PartnerRe Preferred Shareholders “Meaningfully Differentiate” EXOR
Offer
EXOR Urges All Shareholders to Vote AGAINST
AXIS Transaction at Shareholder Meeting Scheduled for August
7th
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), welcomes the recommendation from Glass
Lewis & Co. Following its detailed review of the reasonably
expected timing, certainty and risks of the proposals Glass Lewis
& Co stated that “Exor’s offer is superior” and that PartnerRe
Common and Preferred Shareholders should vote AGAINST the three
proposals related to the AXIS transaction at the PartnerRe Special
General Meeting (“SGM”) to be held on August 7, 2015. Glass Lewis
is a leading independent governance analysis and proxy voting
advisor for institutional investors.
The Glass Lewis report follows that of Institutional Investor
Services (ISS), another leading proxy voting advisory firm, which
last week also recommended PartnerRe shareholders vote against the
AXIS transaction.
In its recommendation to vote AGAINST the PartnerRe – AXIS
amalgamation, Glass Lewis said:
- “For common shareholders…the relative
immediacy and certainty of an all-cash offer at a premium valuation
(which we believe is in line with prior transactions involving
reinsurers) makes Exor's offer more attractive…”
- “For preferred shareholders, Exor's
commitment to deliver the full economic value of the dividend rate
increase at closing, in the absence of an IRS ruling otherwise
blessing the rate increase for the next five years, as well as its
limitation on capital distributions, continue to meaningfully
differentiate Exor's exchange offer as compared to the "matching"
exchange offer under the [AXIS] proposed merger.”
- “We believe other relevant factors for
preferred shareholders’ consideration, including expected ratings
on debt and preferred shares and resulting leverage
post-transaction, are relatively equal, while the lack of execution
and integration risks argue in favor of EXOR’s offer, as compared
to the proposed merger with AXIS.”
- “We believe Exor has raised reasonable
concerns with regards to the ability of PartnerRe/Axis to
ultimately realize the benefits envisioned, especially to the
extent advertised by the companies…We aren't convinced that this
theoretical value [of the PartnerRe/AXIS merger], based on a number
of direct and indirect assumptions, is truly attainable in the near
term, given the inherent uncertainties discussed…”
- “We don’t believe that [AXIS’ stock
price] serves as a reliable indication of the merger consideration
due to the impact that the takeover speculation may have had on
Axis’ stock price. Therefore, we generally referred to an implied
value of $131.17 per share [for the PartnerRe/AXIS merger implied
purchase price] throughout our analysis.”
- “We remain cognizant of the integration
risks inherent in such a transformative transaction
[PartnerRe/AXIS]. Even with some similarity and familiarity between
the two companies, difficulties often arise once it becomes time to
combine two disparate entities with separate businesses, structures
and philosophies, particularly when reducing staff and continuing
to operate in a challenging and competitive environment.”
- “Therefore, given the existence of what
we believe to be a superior offer from Exor for both common and
preferred shareholders of PartnerRe, we believe shareholders should
oppose the proposed merger with Axis.”
EXOR reminds PartnerRe shareholders that voting AGAINST the AXIS
transaction at the SGM on August 7th is a critical step to enable
PartnerRe to accept EXOR’s fully-financed, all-cash superior offer,
delivering Common Shareholders the certainty of $140.50 per share
in cash and providing Preferred Shareholders with a conservative
credit profile and significantly enhanced terms.
In line with the Glass Lewis recommendation, EXOR therefore also
urges PartnerRe Common and Preferred 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. EXOR notes that Glass Lewis has recommended that PartnerRe
shareholders do not vote PartnerRe’s
WHITE 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 speaks 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.
This press release does not address the tax consequences to
holders of PartnerRe preferred shares that receive surviving
company shares in the merger. Holders of PartnerRe preferred shares
are urged to consult their tax advisors as to the United States
federal, state, local and non-United States tax consequences to
them of participating in the merger, some of which are uncertain
and may depend on such holders’ individual circumstances.
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/20150727005699/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).Okapi 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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