BFW 05/22 15:08 *SANDELL: CALLS ON PARTNERRE TO ACKNOWLEDGE EXOR OFFER SUPERIOR
BN 05/22 15:07 *SANDELL: CALLS ON PARTNERRE TO ACKNOWLEDGE EXOR OFFER SUPERIOR
BN 05/22 15:07 *SANDELL ISSUES OPEN LETTER TO CHAIRMAN OF PARTNERRE
BN 05/22 15:07 *SANDELL: CALLS ON PARTNERRE TO ACKNOWLEDGE EXOR OFFER SUPERIOR
BN 05/22 15:07 *SANDELL ISSUES OPEN LETTER TO CHAIRMAN OF PARTNERRE
Sandell Issues Open Letter to Chairman of PartnerRe
2015-05-22 15:07:00.117 GMT
Sandell Issues Open Letter to Chairman of PartnerRe
Calls on PartnerRe to Immediately and Publicly Acknowledge that Latest EXOR
Offer from May 12 Would “Reasonably Be Likely” to Result in a Superior
Proposal
Sandell Believes Board’s Behavior Raises Questions about Its Commitment to
Fair Process
Sandell Will Not Hesitate to Exercise the Rights Available to Hold the Board
Accountable to Shareholders
Business Wire
NEW YORK -- May 22, 2015
Sandell Asset Management Corp. (“Sandell”), today issued the following public
letter to Jean-Paul Montupet, Chairman of the Board of Directors of PartnerRe
Ltd.:
22 May 2015
Mr. Jean-Paul Montupet
Chairman, Board of Directors
PartnerRe Ltd.
Wellesley House South
90 Pitts Bay Road
Pembroke HM08
Bermuda
cc: David Zwiener, Interim CEO
By Email and By Courier
Dear Mr. Montupet,
As you know, we previously wrote to you, on May 13, 2015, expressing our
concern that, with respect to the EXOR offer, certain actions of the Board of
PartnerRe Ltd. (the “Company”) did not appear to have been in the best
interests of PartnerRe shareholders. Subsequent disclosures made by the
Company have provided some assurances regarding our concerns, but the
continued refusal to designate the EXOR offer as reasonably likely to result
in a “Superior Proposal” raises significant questions about the Board’s
commitment to a fair process.
As we stated in our letter, and in our subsequent conversation with Mr.
Zweiner, in our view, there is ample evidence that the latest EXOR offer from
May 12 “would reasonably be likely to result in a Superior Proposal” under the
merger agreement with Axis. We believe that PartnerRe should immediately and
publicly acknowledge this, and follow the process outlined in Section 5.8 of
the merger agreement with Axis - a process which was specifically negotiated
by PartnerRe. Based on our understanding of the Axis merger agreement, such a
determination would not jeopardize the potential merger with Axis. Rather, the
Board would be free to negotiate with EXOR before determining, in good faith,
whether to change its recommendation, while simultaneously initiating a
process that would permit Axis to improve its offer. We fail to understand how
the Board’s decision to ignore the merger agreement’s fair and well-defined
provisions that specifically contemplate the Company’s current scenario is
consistent with the Board’s stated desire to maximize value for all
shareholders.
While we understand the importance of maintaining a cordial relationship with
Axis, we would once again like to remind the Board that its first and foremost
duty is to the Company’s shareholders, its true owners. Consistent with our
own duties to our investors, we will not hesitate to exercise the rights
available to us to hold the Board accountable. We look forward to a
constructive dialogue and can be reached at 212-603-5700 at your convenience.
Yours sincerely,
Thomas E. Sandell
Chief Executive Officer
Sandell Asset Management Corp.
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset
management firm specializing in global corporate event-driven, multi-strategy
investing with a strong focus on equity special situations and credit
opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E.
Sandell and has offices in New York and London, including a global staff of
investment professionals, traders and infrastructure specialists.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150522005610/en/
Contact:
Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814
or
Sloane & Company
Elliot Sloane, 212-446-1860
or
Dan Zacchei, 212-446-1882
-0- May/22/2015 15:07 GMT
2015-05-22 15:07:00.117 GMT
Sandell Issues Open Letter to Chairman of PartnerRe
Calls on PartnerRe to Immediately and Publicly Acknowledge that Latest EXOR
Offer from May 12 Would “Reasonably Be Likely” to Result in a Superior
Proposal
Sandell Believes Board’s Behavior Raises Questions about Its Commitment to
Fair Process
Sandell Will Not Hesitate to Exercise the Rights Available to Hold the Board
Accountable to Shareholders
Business Wire
NEW YORK -- May 22, 2015
Sandell Asset Management Corp. (“Sandell”), today issued the following public
letter to Jean-Paul Montupet, Chairman of the Board of Directors of PartnerRe
Ltd.:
22 May 2015
Mr. Jean-Paul Montupet
Chairman, Board of Directors
PartnerRe Ltd.
Wellesley House South
90 Pitts Bay Road
Pembroke HM08
Bermuda
cc: David Zwiener, Interim CEO
By Email and By Courier
Dear Mr. Montupet,
As you know, we previously wrote to you, on May 13, 2015, expressing our
concern that, with respect to the EXOR offer, certain actions of the Board of
PartnerRe Ltd. (the “Company”) did not appear to have been in the best
interests of PartnerRe shareholders. Subsequent disclosures made by the
Company have provided some assurances regarding our concerns, but the
continued refusal to designate the EXOR offer as reasonably likely to result
in a “Superior Proposal” raises significant questions about the Board’s
commitment to a fair process.
As we stated in our letter, and in our subsequent conversation with Mr.
Zweiner, in our view, there is ample evidence that the latest EXOR offer from
May 12 “would reasonably be likely to result in a Superior Proposal” under the
merger agreement with Axis. We believe that PartnerRe should immediately and
publicly acknowledge this, and follow the process outlined in Section 5.8 of
the merger agreement with Axis - a process which was specifically negotiated
by PartnerRe. Based on our understanding of the Axis merger agreement, such a
determination would not jeopardize the potential merger with Axis. Rather, the
Board would be free to negotiate with EXOR before determining, in good faith,
whether to change its recommendation, while simultaneously initiating a
process that would permit Axis to improve its offer. We fail to understand how
the Board’s decision to ignore the merger agreement’s fair and well-defined
provisions that specifically contemplate the Company’s current scenario is
consistent with the Board’s stated desire to maximize value for all
shareholders.
While we understand the importance of maintaining a cordial relationship with
Axis, we would once again like to remind the Board that its first and foremost
duty is to the Company’s shareholders, its true owners. Consistent with our
own duties to our investors, we will not hesitate to exercise the rights
available to us to hold the Board accountable. We look forward to a
constructive dialogue and can be reached at 212-603-5700 at your convenience.
Yours sincerely,
Thomas E. Sandell
Chief Executive Officer
Sandell Asset Management Corp.
About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset
management firm specializing in global corporate event-driven, multi-strategy
investing with a strong focus on equity special situations and credit
opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E.
Sandell and has offices in New York and London, including a global staff of
investment professionals, traders and infrastructure specialists.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150522005610/en/
Contact:
Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814
or
Sloane & Company
Elliot Sloane, 212-446-1860
or
Dan Zacchei, 212-446-1882
-0- May/22/2015 15:07 GMT