EXOR Says Remains Fully Committed To $6.4 Bln Offer For PartnerRe

(RTTNews) - EXOR noted the decision by the Board of Directors of PartnerRe Ltd. (PRE) to abandon its prior agreement and accept a revised but still inferior transaction from AXIS Capital Holdings Limited (AXS), in preference to EXOR's own proposal. EXOR said it remains fully committed to $6.4 billion offer for PartnerRe.

The decision by the PartnerRe Board continues to ignore the superior nature of EXOR's fully financed, all-cash proposal of $130 per share, which offers a significant premium to PartnerRe's shareholders. In contrast, AXIS' revised transaction still undervalues PartnerRe and is clearly not in the best interests of PartnerRe, its shareholders, employees and policyholders.

According to EXOR, the PartnerRe transaction with AXIS is the product of a flawed process. No consideration was given by PartnerRe to alternatives when it entered into the original agreement with AXIS, and PartnerRe refused to engage fully with EXOR in response to EXOR's proposal. After EXOR satisfied clarifying questions from PartnerRe, PartnerRe refused to permit EXOR to conduct due diligence and ceased to engage. The result is another inadequate proposal for PartnerRe.

Notwithstanding the PartnerRe Board's continued support for a still inferior transaction with AXIS, PartnerRe shareholders will ultimately decide which transaction is superior. EXOR said it is therefore determined to pursue its transaction on the proposed terms and is fully committed to achieving its rapid completion.

Earlier today, AXIS Capital and PartnerRe reaffirmed their commitment to the companies' January 25, 2015 definitive amalgamation agreement and announced that PartnerRe shareholders will receive a special one-time cash dividend of $11.50 per share in connection with and conditioned upon the closing of the merger.

The original consideration terms of the AXIS Capital/PartnerRe amalgamation agreement remain unchanged. PartnerRe shareholders will receive 2.18 common shares of the combined company for each PartnerRe common share they own, and AXIS Capital shareholders will receive one common share of the combined company for each AXIS Capital common share they own. Upon completion of the transaction, shareholders of PartnerRe and of AXIS Capital will own approximately 51.5 percent and 48.5 percent of the combined company, respectively.

AXIS Capital and PartnerRe continue to expect expense synergies from the merger to be in excess of $200 million.

The merger is expected to be accretive to EPS and ROE for the shareholders of both companies starting in 2016.

The transaction remains on track to close in the third quarter of 2015, subject to approvals by the shareholders of both companies, regulatory clearances and customary closing conditions.

Separately, PartnerRe today announced that it has rejected the unsolicited proposal by EXOR S.p.A. to acquire PartnerRe at a price of $130 per share. The Company further reaffirmed its commitment to the planned merger with AXIS Capital Holdings Limited and announced enhanced merger terms that allow PartnerRe to pay a one-time special dividend of $11.50 per common share to PartnerRe common shareholders prior to the closing of the amalgamation agreement between PartnerRe and AXIS Capital.

The PartnerRe Board noted that throughout course of negotiations, EXOR maintained its $130 per share proposal, and indicated that due diligence on PartnerRe would be "confirmatory" only and that there would be no price improvement. Despite numerous attempts by the PartnerRe Board to negotiate on price, EXOR stated that $130 per share was its best and only offer.

The PartnerRe Board concluded from these negotiations and analysis that the EXOR proposal does not properly or adequately value PartnerRe, as it does not fully recognize the strength of its balance sheet and the value of its franchise Further, the PartnerRe Board determined that superior value is created through the enhanced merger terms with AXIS Capital, and the substantial long-term value potential of the combination with AXIS Capital.