Proxy-advisory firm Glass Lewis & Co. is recommending
PartnerRe Ltd. shareholders vote against its proposed $11 billion
tie-up with Axis Capital Holdings Ltd., saying that an offer from
Italian investment firm Exor SpA is more attractive.
The recommendation mirrors that of fellow proxy adviser
Institutional Shareholder Services Inc. on Friday.
PartnerRe and Axis agreed to merge in January and form one of
the world's biggest reinsurance and specialist insurance companies.
But Exor, which owns a controlling stake in Fiat Chrysler
Automobiles, has been pursuing PartnerRe with its own offer in
recent months.
Including a recently added $3 dividend, Exor's offer for
PartnerRe would be valued at $140.50 a share. In comparison, Axis's
offer values PartnerRe at just over $139, based on Friday's closing
price.
In its recommendation, Glass Lewis said Exor's offer carries
fewer execution and integration risks than Axis's.
"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," Glass Lewis
wrote in its recommendation.
A representative for Axis didn't immediately respond to requests
for comment.
Shareholders are scheduled to vote on the deal next month.
Many big institutional investors rely on proxy-advisory firms to
help formulate their votes on mergers and other corporate actions.
Their recommendations can sway the outcome of such votes.
Write to Chelsey Dulaney at Chelsey.Dulaney@wsj.com
Access Investor Kit for AXIS Capital Holdings Ltd.
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