AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) and PartnerRe
Ltd. (“PartnerRe”) (NYSE:PRE) today announced that they have received
antitrust clearance from the European Commission with respect to the
definitive amalgamation agreement that the companies announced on
January 25, 2015.
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AXIS Capital and PartnerRe have now received all competition-related
approvals required for the completion of their amalgamation agreement.
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.
About AXIS Capital
AXIS Capital is a Bermuda-based global provider of specialty lines
insurance and treaty reinsurance with shareholders’ equity attributable
to AXIS Capital at March 31, 2015 of $6.0 billion and locations in
Bermuda, the United States, Europe, Singapore, Canada, Australia, and
Latin America. Its operating subsidiaries have been assigned a rating of
“A+” (“Strong”) by Standard & Poor’s and “A+” (“Superior”) by A.M. Best.
For more information about AXIS Capital, visit our website at www.axiscapital.com.
About PartnerRe Ltd.
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.
Important Information for Investors and
Stockholders
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/or AXIS may file one or
more proxy statements, registration statements, proxy
statement/prospectus or other documents with the Securities and Exchange
Commission (the “SEC”). This communication is not a substitute
for any proxy statement, registration statement, proxy
statement/prospectus or other document PartnerRe and/or AXIS may file
with the SEC in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE PROXY
STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of PartnerRe and/or AXIS, as
applicable. Investors and security holders will be able to obtain free
copies of these documents (if and when available) 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 will be
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 will be 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, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
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,” “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.
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