-- Recommendation by Glass Lewis Further
Emphasizes the Value Creation Resulting from Proposed Amalgamation
--
AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) today
announced that Glass, Lewis & Co. (Glass Lewis) recommended
that AXIS Capital shareholders vote “FOR” the proposed amalgamation
agreement with PartnerRe Ltd. (“PartnerRe”) (NYSE:PRE). Last week,
Institutional Shareholder Services (“ISS”)—another independent
proxy advisory firm—also announced its recommendation in favor of
the agreement.
AXIS Capital CEO Albert Benchimol said: “We are very pleased
that Glass Lewis has joined ISS in recognizing the strategic
rationale of the merger of equals agreement with PartnerRe for our
shareholders.”
In addition, the Glass Lewis report notes that:
“[T]he proposed merger with PartnerRe is consistent with Axis'
strategic objectives and would result in the realization of a
number of strategic and financial benefits on a meaningfully
quicker timeline than Axis could likely achieve otherwise.”
“We recognize that the combined company would be better
positioned to face the challenging environment confronting
reinsurers and insurers through the addition of scale, further
diversification and operational efficiencies. Therefore, we believe
the merger stands to create a larger, more stable and diverse
insurance/reinsurance company than either company could likely
become in the near term otherwise.”
“[T]he merger consideration…continues to represent a reasonable
and fair price for Axis to pay given the expected strategic and
financial benefits and the opportunity to enhance shareholder
value. Thus, we believe the transaction represents an appropriate
use of the Company's equity capital. Based on these factors, along
with the support of the board, we believe the proposed merger is in
the best interests of shareholders.”
Mr. Benchimol added: “The amalgamation agreement—which was
unanimously approved by the Boards of Directors of both
companies—offers significant strategic, operational, and financial
merits, and the substantial value created for the two companies’
shareholders will only be accentuated by the operating synergies
and superior capital generation that can be realized through the
combination of the two companies.”
The Board of Directors for AXIS Capital continues to unanimously
recommend that shareholders vote “FOR” the amalgamation agreement
between AXIS Capital and PartnerRe at the August 7, 2015 special
meeting of shareholders.
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 & Poor’s 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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150728005602/en/
InvestorsAXIS Capital Holdings LimitedLinda Ventresca,
441-405-2727info@axiscapital.comorMediaKekst and
CompanyMichael Herley, 212-521-4897michael-herley@kekst.com
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