BFW 01/26 00:39 Axis Capital & PartnerRe to Combine in $11b Merger
BN 01/26 00:40 *AXIS CAPITAL, PARTNERRE TO COMBINE IN $11 BILLION MERGER
BN 01/26 00:38 *AXIS-PARTNERRE SEE PRO FORMA INVESTMENT PORTFOLIO OF $33B
BN 01/26 00:37 *AXIS: PARTNERRE DIRECTOR ZWIENER TO BE INTERIM CEO PARTNERRE
BN 01/26 00:37 *TRANSACTION ACCRETIVE TO EARNINGS & ROE FOR BOTH COS.
BN 01/26 00:36 *AXIS: COSTAS MIRANTHIS WILL STEP DOWN AS CEO OF PARTNERRE
BN 01/26 00:36 *DIVERISFIED INS CO. TO HAVE TOTAL CAPITALIZATION ABOVE $14B
BN 01/26 00:36 *AXIS CHAIRMAN MICHAEL A. BUTT TO CONTINUE ON BOARD
BN 01/26 00:36 *DIVERISFIED INS CO. TO HAVE GROSS PREMIUMS ABOVE $10B
BN 01/26 00:36 *AXIS-PARTNERRE SEE GROSS PREMIUMS ABOVE $10B
BFW 01/26 00:36 *AXIS-PARTNERRE SEE TOTAL CAPITALIZATION ABOVE $14B
BN 01/26 00:35 *AXIS-PARTNERRE SEE TOTAL CAPITALIZATION ABOVE $14B
BN 01/26 00:35 *AXIS CAPITAL & PARTNERRE TO COMBINE IN $11B MERGER
AXIS Capital and PartnerRe to Combine in $11 Billion Merger
2015-01-26 00:35:00.130 GMT
AXIS Capital and PartnerRe to Combine in $11 Billion Merger
* Creates Broadly Diversified Global Specialty Insurance and Reinsurance
Company with Expanded Market Presence, Gross Premiums above $10 Billion,
and Total Capitalization above $14 Billion
* Top-Five Global Reinsurance Company and Leading Broker-based Reinsurer
* Leading Industry Positions across Several Specialty Insurance and
Reinsurance Lines
* Substantial Benefits including Capital Efficiencies, Expense Savings and
Business Synergies
* Transaction Accretive to Earnings and ROE for Both Companies
Business Wire
PEMBROKE, Bermuda -- January 25, 2015
AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) and PartnerRe Ltd.
(NYSE:PRE) today announced that they have signed a definitive amalgamation
agreement to create one of the world’s preeminent specialty insurance and
reinsurance companies, with gross premiums written in excess of $10 billion,
total capital of more than $14 billion, and cash and invested assets of more
than $33 billion. The merger of equals has been unanimously approved by the
boards of directors of both companies, and brings together market-leading
insurance and reinsurance franchises that will benefit from increased scale
and enhanced market presence.
Under the terms of the transaction agreement, PartnerRe shareholders will
receive 2.18 shares of the combined company’s common shares for each share of
PartnerRe common shares they own and AXIS Capital shareholders will receive
one share of the combined company’s common shares for each share of AXIS
Capital common shares they own. Upon completion of the transaction,
shareholders of PartnerRe and AXIS Capital will own approximately 51.6 percent
and 48.4 percent of the combined company, respectively.
PartnerRe chairman, Jean-Paul L. Montupet will be non-executive chairman of
the combined company. AXIS Capital CEO Albert A. Benchimol will serve as CEO
of the combined company. The new company will have a 14-person Board of
Directors, consisting of seven AXIS Capital directors and seven PartnerRe
directors, including Messrs. Montupet and Benchimol. Current AXIS Capital
chairman, Michael A. Butt will continue to serve on the Board as Chairman
Emeritus.
Mr. Benchimol stated: “This transformational combination will leverage the
complementary strengths of both companies and create an organization with the
size and breadth to enhance product and service offerings, maximize growth
opportunities, optimize portfolios, and deliver both economies of scale and
capital efficiencies. The combined company will have three strongly positioned
businesses – a top-five global reinsurer, a $2.5 billion specialty insurance
underwriting business, and a highly successful and growing life, accident and
health franchise – all with increased strategic flexibility. As a top five
global reinsurer with leading positions in a number of specialty lines, we
will be strongly positioned to turn the challenges presented by the structural
changes in the reinsurance market into opportunities.”
Mr. Benchimol continued, “For our clients and brokers, this transaction brings
together two companies with outstanding underwriting talent and service to
deliver more comprehensive solutions backed by the financial strength they
have come to rely on from both companies. I look forward to working closely
together to make this vision a reality, while achieving diversified and
consistent earnings growth for our shareholders.”
In connection with the transaction, Costas Miranthis will step down as CEO of
PartnerRe and as a member of the PartnerRe Board, effective today. At that
time, current PartnerRe Director David Zwiener will assume the position of
interim CEO of PartnerRe until the completion of the transaction.
Mr. Zwiener has been a director of PartnerRe since July 2009 and, prior to
this transaction, was the Chairman of the PartnerRe Audit Committee. Mr.
Zwiener has extensive executive level experience in both the insurance and
financial services sectors. Between 2000 and 2007, Mr. Zwiener was President
and Chief Operating Officer of the property and casualty operations at
Hartford Financial Services Group Inc. Most recently, he was CFO at Wachovia
Corporation.
Jean-Paul L. Montupet, Chairman of PartnerRe stated: “On behalf of the entire
board of directors, I want to express my appreciation to Costas Miranthis for
successfully leading PartnerRe for the past four years and positioning the
Company to be able to move into this exciting new phase. PartnerRe has
benefitted greatly from his leadership and guidance and we wish him well in
his next endeavor. This is an exciting opportunity that offers tremendous
potential with many benefits for PartnerRe, our clients, brokers and
shareholders.”
Michael A. Butt, Chairman of AXIS Capital stated: “I have for a long time,
since 1993, been an admirer of PartnerRe and what it has achieved. I am
delighted therefore that we can now combine our businesses and people to
create an even more exciting future.
Costas Miranthis commented: “It has been my pleasure to serve as PartnerRe’s
CEO as we continued to build upon its leadership position in reinsurance. This
merger with AXIS Capital offers a unique opportunity to enhance PartnerRe’s
scale in the reinsurance sector and to enter the primary insurance market with
a high quality partner with a global franchise. This is the right step for
PartnerRe at the right time - squarely addressing the strategic imperatives
that today’s markets are demanding. I want to thank the PartnerRe Board and
all of my colleagues for their support and contribution to our success. I am
confident that the new company will enjoy an exciting future.”
The company headquarters will be located in Bermuda, and it will have a
strategic presence on five continents in 39 distinct geographic locations
worldwide.
Given the similar disciplined underwriting cultures of both organizations, the
combined entity will draw on the talented group of leaders from both
companies. A number of senior positions have been identified. Emmanuel Clarke
will be CEO, Reinsurance; Peter Wilson will be CEO, Insurance; Chris DiSipio
will be CEO, Life, Accident and Health; and John (Jay) Nichols will be
responsible for Strategic Business Development and Capital Solutions. Joseph
Henry will be CFO and Bill Babcock will be Deputy CFO and Lead Integration
Officer. Mr. Babcock will assume the role of CFO upon Mr. Henry's retirement
in July 2016.
Positioning and Financial Benefits
The merger will create one of the largest global specialty insurance and
reinsurance companies with strong positions in specialty markets and improved
strategic flexibility across all specialty insurance and reinsurance business
lines. The combined company will have a top-5 market position among
reinsurance companies with combined gross premiums written of $7 billion and
will be the leading broker-based reinsurer. This is complemented by a global
specialty insurance business with $2.5 billion in gross premiums and the
creation of a meaningful player in the life, accident and health markets, with
total gross premiums written of $1.5 Billion with particular strength in the
U.S. A&H reinsurance market. The combined company is expected to have:
* Premiums in excess of $10 billion
* An equity base of $13 billion
* Total capitalization over $14 billion
* A pro forma investment portfolio of $33 billion
The combined company is also expected to have strong cash flows and capital
efficiencies to re-invest in its specialty franchises and growth businesses,
and to return capital to shareholders.
The merger is expected to achieve at least $200 million in annual pre-tax cost
synergies in the first 18 months of operations and to be accretive to EPS and
ROE for the shareholders of both companies. The companies are confident that
the targeted integration benefits are achievable.
The transaction is expected to close in the second half of 2015, subject to
approval by the shareholders of both companies, regulatory clearance and
customary closing conditions. Credit Suisse is acting as financial advisor and
Davis Polk & Wardwell LLP and Appleby Global Services Limited are acting as
legal counsel to PartnerRe. Goldman Sachs is acting as financial advisor and
Simpson Thacher & Bartlett LLP and Conyers Dill & Pearman are acting as legal
counsel to AXIS Capital.
Preliminary Fourth Quarter 2014 Financial Results
Today, both AXIS Capital and PartnerRe separately announce preliminary
financial results for the fourth quarter ended December 31, 2014.
Conference Call and Webcast Information
A conference call and webcast for investors is scheduled for Monday, January
26, 2015 at 8:30 Eastern in conjunction with the signing of definitive
documentation relating to the transaction. Investors and analysts are
encouraged to call in 15 minutes prior to the commencement of the call.
DIAL-IN NUMBER: (888)-317-6003 or, from outside the U.S., by dialing
(412)-317-6061
Passcode: 2850665
WEBCAST: www.partnerre.com
REPLAY: Replay: (877)-344-7529 or from outside the U.S.,
(412)-317-0088
Replay Passcode: 10059806
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, 2013, total
revenues were $5.5 billion. At September 30, 2014, total assets were $23.2
billion, total capital was $7.8 billion and total shareholders’ equity
attributable to PartnerRe was $7.0 billion.
PartnerRe on the Internet: www.partnerre.com
About AXIS Capital
AXIS Capital is a Bermuda-based global provider of specialty lines insurance
and treaty reinsurance with total shareholders’ equity attributable to AXIS
Capital at September 30, 2014 of $5.8 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. AXIS Capital and AXIS
Specialty Finance LLC have been assigned senior unsecured debt ratings of A-
(stable) by Standard & Poor’s and Baa1 (stable) by Moody’s Investors Service.
For more information about AXIS Capital, visit our website at
www.axiscapital.com.
Important Information For Investors And Stockholders
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, 2013, which was filed with
the SEC on February 27, 2014, 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 May 16, 2014 and April 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, 2013, which was filed with the
SEC on February 21, 2014, 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 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 PartnerRe 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
Media: Celia Powell
441-292-0888
or
Sard Verbinnen & Co.
Drew Brown/Daniel Goldstein
212-687-8080
or
AXIS Capital Holdings Limited:
Investor: Linda Ventresca, 441-405-2727
investorrelations@axiscapital.com
or
Kekst and Company
Media
Michael Herley, 212-521-4897
michael-herley@kekst.com
-0- Jan/26/2015 00:35 GMT