June 18, 2015
Board?s Unanimous Decision to Recommend AXIS Capital Transaction is Result of Careful Evaluation of Strategic Alternatives
Shareholders Should not be Misled By EXOR?s Rhetoric and False Claims
Board of Directors Urges Shareholders to Vote FOR the Amalgamation Agreement with AXIS Capital
PEMBROKE, Bermuda–(BUSINESS WIRE)– 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 a thorough overview of the rigorous and objective process its Board of Directors undertook over the past two years to achieve the best possible outcome for shareholders. The PartnerRe Board has acted ? and continues to act ? in the best interests of the Company and its shareholders, and the merger of equals with AXIS Capital is the result of a thorough exploration of strategic opportunities.
After evaluating a full range of alternatives, it became clear that AXIS Capital ? a potential strategic partner with a roughly even split of reinsurance and insurance businesses ? was the most compelling opportunity for the Company and its shareholders. The merger of equals with AXIS Capital results in an even stronger company with higher, more diversified earnings, lower volatility and enhanced business profile.
The AXIS Capital transaction is expected to result in substantial financial and operational synergies, and it satisfies the key objectives of PartnerRe?s long-term business plan, which include developing capabilities in the primary insurance market and the ability to dynamically deploy capital; expanding size and scale in both insurance and reinsurance markets; and leveraging third party capital in catastrophe and non-catastrophe markets.
EXOR has made various deceptive assertions in a transparent effort to distract shareholders from the inadequacy of its opportunistic offer for PartnerRe relative to the merits of the AXIS Capital transaction. The merger of equals with AXIS Capital delivers PartnerRe shareholders superior value and a clear path to closing, and is the result of a high quality governance process. Shareholders should not be misled by EXOR?s false claims with respect to the Board?s efforts to achieve the best outcome for the Company, and should be aware that PartnerRe actively sought to engage with EXOR to improve the price and terms of its offer, but EXOR has refused to do so.
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.)
The presentation is available on PartnerRe?s website and on www.partnerre-valuecreation.com.
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 Inteet: 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 https://partnerre.com or by contacting PartnerRe?s Investor Relations Director by email at firstname.lastname@example.org 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 email@example.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.
Robin Sidders, (441) 294-5216
Celia Powell,. (441) 294-5210
Sard Verbinnen & Co
Drew Brown/Robin Weinberg
Source: PartnerRe Ltd.