PartnerRe Ltd. (NYSE:PRE) today corrected continued misleading
statements made by EXOR regarding PartnerRe’s ratings in the event
of a sale to EXOR and the impact of such a transaction on
PartnerRe’s preferred shareholders.
PartnerRe believes that its shareholders should have a clear
understanding of the following important and relevant facts:
- S&P has not made any statement or
affirmation regarding the ratings of PartnerRe’s preferred shares
under EXOR.
- Moody’s, Fitch and A.M. Best also
currently rate PartnerRe’s preferred shares.
- PartnerRe under potential EXOR
ownership would be a wholly owned subsidiary, unlike EXOR’s current
portfolio of partially owned companies, none of which are insurance
companies. Consistent with the methodology for evaluating insurance
companies, rating agencies would examine EXOR’s strategy and
business plans for PartnerRe, including capital distributions.
- The rating agencies will also consider
EXOR’s financial flexibility in the context of its portfolio of
capital intensive and marginally profitable businesses with limited
free cash generation.
- EXOR’s leverage will increase
substantially in the context of an acquisition of PartnerRe, a
factor cited by S&P in assigning a negative outlook to EXOR’s
rating, and this debt burden would be supported by EXOR’s operating
subsidiaries.
- All four rating agencies have publicly
stated that the merger with AXIS Capital will result in a stronger
and more diversified insurance and reinsurance business, better
positioned to compete in evolving markets.
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.)
Additional information is available on PartnerRe’s website and
on www.partnerre-valuecreation.com.
_____________________________________________
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/20150624005887/en/
PartnerRe Ltd.:Investors:Robin Sidders,
441-294-5216robin.sidders@partnerre.comMedia:Celia Powell,
441-294-5210celia.powell@partnerre.comOrSard Verbinnen & CoDrew
Brown/Robin Weinberg212-687-8080
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