ISS Acknowledges the
Amalgamation with AXIS Has Meaningful Execution Risk
EXOR Urges
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 today’s recommendation from
Institutional Shareholder Services Inc. ("ISS"), following its
detailed review of the transaction, that PartnerRe shareholders
vote AGAINST the three proposals related to the AXIS transaction at
the PartnerRe Special General Meeting (“SGM”) to be held on August
7, 2015. ISS is the leading independent provider of recommendations
on corporate governance and voting issues for institutional
investors.
In its recommendation to vote AGAINST the PartnerRe – AXIS
amalgamation, ISS said:
- “A vote AGAINST the proposed
amalgamation with AXIS is warranted in light of the availability of
a superior and relatively certain all-cash offer from a competing
bidder….”
- “[The] same uncertainty over market
dynamics, overlaid with the post-merger execution challenges the
combined company will face, may well suggest that the competing
EXOR cash bid, which gives shareholders both immediately-superior
value and greater certainty of value, is a still-more prudent
alternative.”
- “…there is nothing about the
performance of either company [PartnerRe and AXIS] to date which
suggests that simply combining the two will drive a 30% increase in
the [price/tangible book value] multiple the market will
assign....”
- “AXIS's stock price appears to have
been affected by investors' anticipation of events other than the
consummation of this transaction—particularly the anticipation of
receiving approximately $3 per share in termination fees, and the
prospect that AXIS itself might be bought at a premium. As a
consequence, any direct calculation of the ‘market value’ of the
consideration, if it relies on AXIS share prices, is
unreliable.”
- “The EXOR offer, by contrast,
represents an unassailable and healthy 23.1% premium to PRE’s
unaffected price on Jan. 23...”
- “Regulatory reviews appear unlikely to
derail EXOR's bid, given the latter's ample resources, prior
ownership of an insurance business, significant stake in but lack
of business overlap with PartnerRe, and the fact that - unlike AXIS
- its proposed transaction is unlikely to result in significant
shrinkage of PartnerRe employees through merger
‘efficiencies’."
- “Many of PartnerRe's criticisms of
EXOR's bid, moreover, are at best small beer… For all of its
creativity, the board's criticism of the EXOR offer does not appear
substantiated.”
- “Still more disturbingly, the fact that
it took a competing bidder to get the PartnerRe board to negotiate
greater value for its own shareholders raises doubts about the
efficacy of the entire negotiation process which led to the merger
agreement with AXIS in the first place.”
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 ISS 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.
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.
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/20150724005553/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).orOkapi 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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