AXIS Capital Holdings And PartnerRe To Merge - Quick Facts

(RTTNews) - AXIS Capital Holdings Limited (AXS) and PartnerRe Ltd. (PRE) announced that they have signed a definitive amalgamation agreement to create specialty insurance and reinsurance company, with gross premiums written in excess of $10 billion, total capital of more than $14 billion, and cash and invested assets of more than $33 billion.

The merger of equals has been unanimously approved by the boards of directors of both companies.

Under the terms of the transaction agreement, PartnerRe shareholders will receive 2.18 shares of the combined company's common shares for each share of PartnerRe common shares they own and AXIS Capital shareholders will receive one share of the combined company's common shares for each share of AXIS Capital common shares they own. Upon completion of the transaction, shareholders of PartnerRe and AXIS Capital will own approximately 51.6 percent and 48.4 percent of the combined company, respectively.

PartnerRe Chairman, Jean-Paul Montupet will be non-executive chairman of the combined company. AXIS Capital CEO Albert Benchimol will serve as CEO of the combined company.

The new company will have a 14-person Board of Directors, consisting of seven AXIS Capital directors and seven PartnerRe directors, including Messrs. Montupet and Benchimol. Current AXIS Capital Chairman, Michael Butt will continue to serve on the Board as Chairman Emeritus.

In connection with the transaction, Costas Miranthis will step down as CEO of PartnerRe and as a member of the PartnerRe Board, effective today. At that time, current PartnerRe Director David Zwiener will assume the position of interim CEO of PartnerRe until the completion of the transaction.

The merger is expected to achieve at least $200 million in annual pre-tax cost synergies in the first 18 months of operations and to be accretive to EPS and ROE for the shareholders of both companies. The companies are confident that the targeted integration benefits are achievable.

Separately, AXIS Capital Holdings said it expects fourth quarter operating income per common share between $1.15 and $1.21, and Net earnings per share of $1.57 - $1.63. Analysts polled by Thomson Reuters expect the company to report earnings of $1.21 per share for the fourth-quarter. Analysts' estimates typically exclude special items.

In addition, PartnerRe noted that it anticipates fourth quarter operating earnings between $210 million and $230 million and Operating Earnings per share between $4.20 and $4.60. Analysts expect the company to report earnings of $3.04 per share for the quarter.