EXOR Consistently Refuses to Address Serious
Risks and Flaws in its Illusory Offer for PartnerRe
Shareholders Should not be Misled By EXOR’s
Rhetoric and False Claims
Board of Directors Urges Shareholders to
Vote FOR Amalgamation Agreement with AXIS Capital
PartnerRe Ltd. (NYSE:PRE) has made available additional
information for its shareholders related to their role in voting
for the previously announced amalgamation of PartnerRe and AXIS
Capital. In a presentation available on PartnerRe’s website and on
www.partnerre-valuecreation.com, PartnerRe has provided additional
details concerning the significant walkaway, regulatory and timing
risks posed by EXOR’s unsolicited and opportunistic offer for
PartnerRe.
In addition to a wholly inadequate price, the EXOR offer
presents an unacceptable level of risk to PartnerRe and its
shareholders relative to both the AXIS Capital transaction and a
standalone proposition. PartnerRe’s Board has reaffirmed its
recommendation of the AXIS Capital transaction, and urges all
shareholders to vote FOR the amalgamation agreement with AXIS
Capital today.
It would be irresponsible for the PartnerRe Board to abandon
a transaction with compelling value and certainty to PartnerRe
shareholders in favor of a potential transaction with substantial
optionality, thereby exposing PartnerRe shareholders to the loss of
any transaction and $315 million out-of-pocket expenses. The
material risks inherent in EXOR’s offer – which EXOR has refused to
address – and other important considerations for shareholders
outlined in the presentation include:
Walkaway
Risk
- Negative developments in the protracted
period to closing could cause EXOR parties to walk away from its
merger agreement.
- The EXOR parties to its merger
agreement are shell entities, allowing EXOR to walk away from its
proposed transaction with minimal risk to EXOR.
- EXOR’s ability and desire to close may
be significantly impaired by financial pressures from substantial
transaction leverage, its ability to raise cash, and its
commitments to other investments (including Fiat Chrysler).
Regulatory
Risk
- EXOR and its controlling shareholders
have no contractual obligations to cooperate in obtaining
regulatory approvals.
- EXOR and its controlling shareholders
are unknown to key regulators, which may result in a protracted and
complicated regulatory approval process.
- Regulators and rating agencies likely
will want to explore EXOR’s intentions for PartnerRe particularly
given frequent reports on Fiat Chrysler’s search for structural
solutions to its ongoing challenges – will EXOR move other assets
into PartnerRe to expand its capital base and extract capital?
- EXOR and its controlling shareholders
have refused to give an absolute commitment to obtain regulatory
approvals. If EXOR and its controlling shareholders fail to obtain
regulatory approvals, PartnerRe will lose the upside of the AXIS
Capital transaction as well as $315 million in AXIS Capital
termination fees.
Timing Risk and
Unwillingness to Constructively Engage
- The EXOR offer will not close this
year, while the AXIS Capital merger of equals is on track to close
in the third quarter.
- This protracted timeline and the
walkaway risks in the EXOR offer expose the PartnerRe business to
the risk of a failed transaction through the renewals period which
could be highly damaging.
- EXOR has demanded that it receive all
PartnerRe earnings post 2014 in excess of 70 cents per common share
per quarter.
- EXOR has repeatedly rejected the
PartnerRe Board’s willingness to engage and negotiate despite a
clear path to doing so, and EXOR has consistently refused to
address the serious flaws in its terms.
The presentation is available on PartnerRe’s website and on
www.partnerre-valuecreation.com.
The amalgamation with AXIS Capital results in an even stronger
company with higher, more diversified earnings, lower volatility
and enhanced business profile. Importantly,
the merger of equals with AXIS Capital has a clear path to closing
with minimal risks to shareholders. In contrast,
the EXOR proposal presents meaningful and
unacceptable risks for PartnerRe and its shareholders, in
addition to being inadequate on price and terms.
The PartnerRe Board of Directors continues to urge its
shareholders of both common and preferred shares to promptly use
the white proxy card to vote FOR the Amalgamation Agreement with
AXIS Capital at the Shareholder Meeting on July 24, 2015.
Shareholders with questions about how to vote their shares may call
Innisfree M&A Incorporated at (877) 825-8971 (toll-free from
the U.S. and Canada) or +1-412-232-3651 (from other locations.)
_____________________________________________
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
March 31, 2015, total assets were $22.5 billion, total capital
was $8.0 billion and total shareholders’ equity attributable to
PartnerRe was $7.2 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 AXIS have filed a registration statement
on Form S-4 with the Securities and Exchange Commission (the
“SEC”), and a definitive joint proxy statement/prospectus of
PartnerRe and AXIS and other documents related to the proposed
transaction. This communication is not a substitute for any such
documents. The registration statement was declared effective by the
SEC on June 1, 2015 and the definitive proxy statement/prospectus
has been mailed to shareholders of PartnerRe and AXIS. INVESTORS
AND SECURITY HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE
REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. A definitive proxy statement has been mailed to
shareholders of PartnerRe and AXIS. Investors and security holders
may obtain free copies of these documents 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 are 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 are 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 March 31, 2015,
which was filed with the SEC on May 4, 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. 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 March 31, 2015, which was filed with the SEC on May 4, 2015
and its Current Reports on Form 8-K, which were 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, is contained
in the joint proxy statement/prospectus and other relevant
materials filed with the SEC.
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,” “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 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:
• the 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150622005399/en/
PartnerRe Ltd.Investor:Robin Sidders,
441-294-5216robin.sidders@partnerre.comorMedia:Celia Powell,
441-294-5210celia.powell@partnerre.comorSard Verbinnen & CoDrew
Brown/Robin Weinberg212-687-8080
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