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): September 28, 2015
PartnerRe Ltd.
(Exact Name of Registrant as Specified in
Its Charter)
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Bermuda |
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(State or Other Jurisdiction of
Incorporation or Organization) |
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001-14536 |
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Not Applicable |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda |
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HM 08 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (441) 292-0888 |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On September 28, 2015, PartnerRe Ltd. issued
a press release announcing the filing of a definitive proxy statement with the Securities and Exchange Commission and the date
and time of the special general meeting of shareholders.
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
Exhibit No |
Description |
99.1 |
Press Release dated September 28, 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 Exor
S.p.A. and certain of its affiliates (collectively, “EXOR”). In connection with this proposed business combination,
PartnerRe and/or EXOR may file one or more proxy statements, proxy statement/prospectus or other documents with the Securities
and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, proxy statement/prospectus
or other document PartnerRe and/or EXOR may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF PARTNERRE ARE URGED TO READ THE PROXY STATEMENT(S), PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive
proxy statement(s) of PartnerRe (if and when available) will be mailed to shareholders of PartnerRe. Investors and security holders
will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by PartnerRe
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe will be
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.
Participants in Solicitation
PartnerRe, its directors and certain of
its 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 June 30, 2015,
which was filed with the SEC on July 31, 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.
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, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication
regarding the proposed transaction between PartnerRe and EXOR 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 EXOR, 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 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 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; 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. PartnerRe cannot guarantee
future results, level of activity, performance or achievements. Moreover, PartnerRe assumes no responsibility for the accuracy
and completeness of any of these forward-looking statements. PartnerRe assumes 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.
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PartnerRe Ltd.
(Registrant) |
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Date: |
September 28, 2015 |
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By: |
/s/ Marc Wetherhill |
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Name: |
Marc Wetherhill |
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Title: |
Chief Legal Counsel |
Exhibit
Index
Exhibit
No. |
Description |
99.1 |
Press Release dated September 28, 2015 |
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News Release
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PartnerRe Ltd. Files Definitive Proxy
Statement in Connection with the Proposed Acquisition by EXOR; Announces Date of Special General Meeting of Shareholders
PEMBROKE, BERMUDA, September 28, 2015
-- PartnerRe Ltd. (NYSE:PRE) today announced that a Special General Meeting of shareholders will take place on Thursday, November
19, 2015 to vote on the previously announced merger agreement between PartnerRe and EXOR, and all related transactions.
The Company filed a Definitive Proxy Statement
with the Securities and Exchange Commission on September 25, 2015. The Special General Meeting will take place at 9 a.m. Bermuda
time, at 90 Pitts Bay Road, Pembroke HM 08, Bermuda, for shareholders of record as of September 23, 2015.
The Proxy Statement, which provides important
information about PartnerRe, the proposed acquisition of PartnerRe by EXOR, and instructions for shareholders on voting, is available
through the SEC’s website at www.sec.gov, and PartnerRe’s Investor Relations
website at www.partnerre.com. The Company expects to begin mailing the Proxy Statement
to shareholders in the coming days.
The PartnerRe Board of Directors recommends
that the shareholders of PartnerRe vote to adopt the merger agreement, the statutory merger agreement and all related transactions.
The Company continues to expect the acquisition
of PartnerRe Ltd. by EXOR to close during the first quarter of 2016, subject to the approval of PartnerRe shareholders, as well
as the satisfaction of certain customary closing conditions, including antitrust and insurance regulatory approvals.
_____________________________________________
About PartnerRe Ltd.
PartnerRe Ltd. is a leading global reinsurer,
providing multi-line reinsurance to insurance companies. The Company, through its wholly owned subsidiaries, also offers capital
markets products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include
property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property,
PartnerRe Ltd.
Wellesley House, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08
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Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
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News Release | |
specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity and accident and health in its
Life and Health operations, and alternative risk products. For the year ended December 31, 2014, total revenues were $6.5 billion.
At June 30, 2015, total assets were $22.5 billion, total capital was $7.9 billion and total shareholders’ equity attributable
to PartnerRe was $7.1 billion.
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 Exor
S.p.A. and certain of its affiliates (collectively, “EXOR”). In connection with this proposed business combination,
PartnerRe and/or EXOR may file one or more proxy statements, proxy statement/prospectus or other documents with the Securities
and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, proxy statement/prospectus
or other document PartnerRe and/or EXOR may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF PARTNERRE ARE URGED TO READ THE PROXY STATEMENT(S), PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive
proxy statement(s) of PartnerRe (if and when available) will be mailed to shareholders of PartnerRe. Investors and security holders
will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by PartnerRe
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe will be
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.
Participants in Solicitation
PartnerRe, its directors and certain of
its 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 June 30, 2015,
which was filed with the SEC on July 31, 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.
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, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication
regarding the proposed transaction between PartnerRe and EXOR are “forward-looking” statements. The words “anticipate,”
“believe,” “ensure,” “expect,” “if,”
PartnerRe Ltd.
Wellesley House, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08
|
Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
|
|
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News Release | |
“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 EXOR, 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 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 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; 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. PartnerRe cannot guarantee future results, level
of activity, performance or achievements. Moreover, PartnerRe assumes no responsibility for the accuracy and completeness of any
of these forward-looking statements. PartnerRe assumes 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.
PartnerRe on the Internet: www.partnerre.com
Contacts: |
PartnerRe Ltd. |
Sard Verbinnen & Co. |
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(441) 292-0888 |
(212) 687-8080 |
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Investor Contact: Robin Sidders |
Drew Brown/Daniel Goldstein |
PartnerRe Ltd.
Wellesley House, 5th Floor
90 Pitts Bay Road
Pembroke, Bermuda HM 08
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Telephone +1 441 292 0888
Fax +1 441 292 6080
www.partnerre.com
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