+------------------------------------------------------------------------------+
BFW 04/14 18:46 *PARTNERRE BOARD WILL REVIEW EXOR’S $130/SHR OFFER
BN 04/14 18:45 *PARTNERRE HAS RECEIVED OFFER PROPOSAL FOR $130/SHR FROM EXOR
BN 04/14 18:45 *PARTNERRE BOARD WILL REVIEW EXOR PROPOSAL
BN 04/14 18:45 *PARTNERRE BOARD TO REVIEW
BN 04/14 18:45 *PARTNERRE HAS RECEIVED LIC PROPOSAL FROM EXOR
BN 04/14 18:45 *PARTNERRE HAS RECEIVED AN COMMENTS ON EXOR’S PROPOSAL
BN 04/14 18:45 *PARTNERRE COMMENTS ON EXOR’S PROPOSAL
+------------------------------------------------------------------------------+
PartnerRe Comments on EXOR’s Proposal
2015-04-14 18:45:00.136 GMT
PartnerRe Comments on EXOR’s Proposal
Business Wire
PEMBROKE, Bermuda -- April 14, 2015
PartnerRe Ltd. (NYSE:PRE) today announced that it has received an unsolicited
proposal from EXOR (EXO IM), a European investment company controlled by the
Agnelli family, to acquire 100% of the common shares of the company for
$130.00 per share in cash, valuing PartnerRe at $6.4 billion.
As was previously announced on January 25, 2015, PartnerRe has entered into a
definitive amalgamation agreement with AXIS Capital to combine and create one
of the world’s leading specialty insurance and reinsurance companies.
Consistent with its fiduciary duties, the PartnerRe Board of Directors will
review the EXOR proposal to determine the course of action that it believes is
in the best interests of PartnerRe and its shareholders. The Board will
announce its position regarding the EXOR proposal following its review, which
will be completed in due course.
Credit Suisse is acting as financial advisor and Davis Polk & Wardwell LLP and
Appleby (Bermuda) Limited are acting as legal counsel to PartnerRe.
About PartnerRe
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 December 31, 2014, total assets were $22.3
billion, total capital was $7.9 billion and total shareholders’ equity
attributable to PartnerRe was $7.0 billion.
PartnerRe on the Internet: www.partnerre.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/or AXIS may file one or more proxy statements, registration
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, registration statement, proxy statement/prospectus or
other document PartnerRe and/or AXIS may file with the SEC in connection with
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PARTNERRE AND AXIS
ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY
STATEMENT/PROSPECTUS 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) (if and
when available) will be mailed to stockholders of PartnerRe and/or AXIS, as
applicable. 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 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
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. Copies of the documents filed with the SEC by AXIS will be
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 September 30, 2014 which was filed
with the SEC on October 31, 2014 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 September 30,
2014 which was filed with the SEC on October 31, 2014 and its Current Report
on Form 8-K, which was 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, 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 AXIS are “forward-looking” statements. The words
“anticipate,” “believe,” “ensure,” “expect,” “if,” “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:
• 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.
Contact:
PartnerRe Ltd.:
Investor:
Robin Sidders, 441-294-5216
robin.sidders@partnerre.com
or
Media:
Celia Powell, 441-294-5210
celia.powell@partnerre.com
or
Sard Verbinnen & Co
Drew Brown/Robin Weinberg
212-687-8080
-0- Apr/14/2015 18:45 GMT
