PartnerRe Ltd. (NYSE:PRE) today announced that its shareholders
voted to approve the proposed acquisition of the Company by EXOR,
and all related transactions, at a Special General Meeting of
shareholders held at the Company’s offices in Bermuda today. The
acquisition of PartnerRe Ltd. by EXOR was originally announced on
August 2, 2015.
The Company also announced that its Board of Directors declared
a special dividend of $3.00 per share payable to the relevant
holders of its common shareholders. The payment of this special
dividend is conditional and contingent upon the consummation of
EXOR’s acquisition of the Company.
As previously announced, EXOR’s acquisition of the Company is
expected to close during the first quarter of 2016, subject to the
satisfaction of certain customary closing conditions, including
antitrust and insurance regulatory approvals. All required
antitrust approvals have been obtained. The insurance regulatory
approvals remain on track for the transaction to close during the
first quarter of 2016.
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, 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
September 30, 2015, total assets were $22.0 billion, total
capital was $7.6 billion and total shareholders’ equity
attributable to PartnerRe was $6.8 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,” “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 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
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151119005772/en/
PartnerRe Ltd.Investors: Robin SiddersMedia: Celia
Powell441-292-0888orSard Verbinnen & CoDrew Brown/Robin
Weinberg212-687-8080
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