Aspen Insurance Raises Issues About Value Of Endurance Offer And Legal Tactics

(RTTNews) - Aspen Insurance Holdings Limited (AHL) mailed a letter and a BLUE revocation card to shareholders in opposition to Endurance Specialty Holdings Ltd. (ENH) solicitation of authorizations. Aspen said its Board urged shareholders to reject both of Endurance's proposals by promptly signing, dating and returning Aspen's BLUE revocation card and disregarding Endurance's white authorization card.

Aspen noted that it has recently sent shareholders a letter expressing its very serious concerns about a hostile attempt by Endurance Specialty Holdings Ltd. to acquire Aspen Insurance Holdings Limited on highly unattractive terms. Endurance's proposed valuation for Aspen is inadequate, its stock is an undesirable form of consideration and the loss of business resulting from a combination would cause significant financial harm to shareholders.

In addition, Endurance has submitted proposals to Aspen shareholders related to the calling of a special meeting and a convoluted legal strategy Endurance has said it will pursue with the Bermuda Supreme Court.

"Do not be misled by Endurance's claims - these proposals are desperate legal tactics designed to coerce you into selling your shares at the lowest possible price. Aspen strongly urges shareholders not to sign any white authorization cards sent to you by Endurance. Whether or not you have previously executed Endurance's white authorization card, you may reject Endurance's proposals if you sign, date and return the enclosed BLUE revocation card using the pre-paid envelope provided," Aspen said in the letter.

On 9th June, Aspen Insurance said Endurance Specialty Holdings had begun a hostile exchange offer for shares of Aspen for a combination of cash and stock. As per the terms of the offer, Aspen shareholders have the right to receive $49.50 in cash for each Aspen share, or 0.9197 Endurance shares for each Aspen share, or a combination 0.5518 Endurance shares and $19.80 in cash for each Aspen share.

The exchange offer will expire at 5:00 p.m., Eastern time, on Friday, August 29, 2014, unless extended.

On June 2, Endurance Specialty sweetened its bid for Aspen to $49.50 a share in in cash and Endurance shares from its initial offer of $47.50 per share. However, Aspen rejected the proposal, citing that it grossly undervalued the company, represented a strategic mismatch and would result in significant dis-synergies.

Moreover, the Aspen noted that the majority of the consideration included in the proposal consisted of Endurance stock, which is highly unappealing. The consideration mix was of 40 percent cash and 60 percent Endurance shares.