- Creates Broadly Diversified Global Specialty Insurance and
Reinsurance Company with Expanded Market Presence, Gross Premiums
above $10 Billion, and Total Capitalization above $14 Billion
- Top-Five Global Reinsurance Company and Leading Broker-based
Reinsurer
- Leading Industry Positions across Several Specialty Insurance and
Reinsurance Lines
- Substantial Benefits including Capital Efficiencies, Expense
Savings and Business Synergies
- Transaction Accretive to Earnings and ROE for Both Companies
Company Website:
http://www.axiscapital.com/
PEMBROKE, Bermuda -- (Business Wire)
AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) and PartnerRe
Ltd. (NYSE:PRE) today announced that they have signed a definitive
amalgamation agreement to create one of the world’s preeminent specialty
insurance and reinsurance companies, 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,
and brings together market-leading insurance and reinsurance franchises
that will benefit from increased scale and enhanced market presence.
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 L. Montupet will be non-executive chairman
of the combined company. AXIS Capital CEO Albert A. 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 A. Butt will continue to serve on the
Board as Chairman Emeritus.
Mr. Benchimol stated: “This transformational combination will leverage
the complementary strengths of both companies and create an organization
with the size and breadth to enhance product and service offerings,
maximize growth opportunities, optimize portfolios, and deliver both
economies of scale and capital efficiencies. The combined company will
have three strongly positioned businesses – a top-five global reinsurer,
a $2.5 billion specialty insurance underwriting business, and a highly
successful and growing life, accident and health franchise – all with
increased strategic flexibility. As a top five global reinsurer with
leading positions in a number of specialty lines, we will be strongly
positioned to turn the challenges presented by the structural changes in
the reinsurance market into opportunities.”
Mr. Benchimol continued, “For our clients and brokers, this transaction
brings together two companies with outstanding underwriting talent and
service to deliver more comprehensive solutions backed by the financial
strength they have come to rely on from both companies. I look forward
to working closely together to make this vision a reality, while
achieving diversified and consistent earnings growth for our
shareholders.”
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.
Mr. Zwiener has been a director of PartnerRe since July 2009 and, prior
to this transaction, was the Chairman of the PartnerRe Audit Committee.
Mr. Zwiener has extensive executive level experience in both the
insurance and financial services sectors. Between 2000 and 2007, Mr.
Zwiener was President and Chief Operating Officer of the property and
casualty operations at Hartford Financial Services Group Inc. Most
recently, he was CFO at Wachovia Corporation.
Jean-Paul L. Montupet, Chairman of PartnerRe stated: “On behalf of the
entire board of directors, I want to express my appreciation to Costas
Miranthis for successfully leading PartnerRe for the past four years and
positioning the Company to be able to move into this exciting new phase.
PartnerRe has benefitted greatly from his leadership and guidance and we
wish him well in his next endeavor. This is an exciting opportunity that
offers tremendous potential with many benefits for PartnerRe, our
clients, brokers and shareholders.”
Michael A. Butt, Chairman of AXIS Capital stated: “I have for a long
time, since 1993, been an admirer of PartnerRe and what it has achieved.
I am delighted therefore that we can now combine our businesses and
people to create an even more exciting future.”
Costas Miranthis commented: “It has been my pleasure to serve as
PartnerRe’s CEO as we continued to build upon its leadership position in
reinsurance. This merger with AXIS Capital offers a unique opportunity
to enhance PartnerRe’s scale in the reinsurance sector and to enter the
primary insurance market with a high quality partner with a global
franchise. This is the right step for PartnerRe at the right time -
squarely addressing the strategic imperatives that today’s markets are
demanding. I want to thank the PartnerRe Board and all of my colleagues
for their support and contribution to our success. I am confident that
the new company will enjoy an exciting future.”
The company headquarters will be located in Bermuda, and it will have a
strategic presence on five continents in 39 distinct geographic
locations worldwide.
Given the similar disciplined underwriting cultures of both
organizations, the combined entity will draw on the talented group of
leaders from both companies. A number of senior positions have been
identified. Emmanuel Clarke will be CEO, Reinsurance; Peter Wilson will
be CEO, Insurance; Chris DiSipio will be CEO, Life, Accident and Health;
and John (Jay) Nichols will be responsible for Strategic Business
Development and Capital Solutions. Joseph Henry will be CFO and Bill
Babcock will be Deputy CFO and Lead Integration Officer. Mr. Babcock
will assume the role of CFO upon Mr. Henry's retirement in July 2016.
Positioning and Financial Benefits
The merger will create one of the largest global specialty insurance and
reinsurance companies with strong positions in specialty markets and
improved strategic flexibility across all specialty insurance and
reinsurance business lines. The combined company will have a top-5
market position among reinsurance companies with combined gross premiums
written of $7 billion and will be the leading broker-based reinsurer.
This is complemented by a global specialty insurance business with $2.5
billion in gross premiums and the creation of a meaningful player in the
life, accident and health markets, with total gross premiums written of
$1.5 Billion with particular strength in the U.S. A&H reinsurance
market. The combined company is expected to have:
-
Premiums in excess of $10 billion
-
An equity base of $13 billion
-
Total capitalization over $14 billion
-
A pro forma investment portfolio of $33 billion
The combined company is also expected to have strong cash flows and
capital efficiencies to re-invest in its specialty franchises and growth
businesses, and to return capital to shareholders.
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.
The transaction is expected to close in the second half of 2015, subject
to approval by the shareholders of both companies, regulatory clearance
and customary closing conditions. Credit Suisse is acting as financial
advisor and Davis Polk & Wardwell LLP and Appleby Global Services
Limited are acting as legal counsel to PartnerRe. Goldman Sachs is
acting as financial advisor and Simpson Thacher & Bartlett LLP and
Conyers Dill & Pearman are acting as legal counsel to AXIS Capital.
Preliminary Fourth Quarter 2014 Financial Results
Today, both AXIS Capital and PartnerRe separately announce preliminary
financial results for the fourth quarter ended December 31, 2014.
Conference Call and Webcast Information
A conference call and webcast for investors is scheduled for Monday,
January 26, 2015 at 8:30 Eastern in conjunction with the signing of
definitive documentation relating to the transaction. Investors and
analysts are encouraged to call in 15 minutes prior to the commencement
of the call. The webcast can also be accessed in the Investor Relations
section of AXIS Capital’s website at www.axiscapital.com
|
Dial-In Conference Call: |
Monday, January 26, 2015 at 8:30 a.m. Eastern
|
DIAL-IN NUMBER: |
|
(888)-317-6003 or, from outside the U.S., by dialing (412)-317-6061
|
| | Passcode: 2850665
|
WEBCAST: | | http://services.choruscall.com/links/axs150126.html |
REPLAY: | |
Replay: (877)-344-7529 or from outside the U.S., (412)-317-0088
|
| |
Replay Passcode: 10059806
|
| |
|
About AXIS Capital
AXIS Capital is a Bermuda-based global provider of specialty lines
insurance and treaty reinsurance with total shareholders’ equity
attributable to AXIS Capital at September 30, 2014 of $5.8 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. AXIS Capital and AXIS Specialty Finance LLC
have been assigned senior unsecured debt ratings of A- (stable) by
Standard & Poor’s and Baa1 (stable) by Moody’s Investors Service. 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, 2013, total revenues were
$5.5 billion. At September 30, 2014, total assets were $23.2 billion,
total capital was $7.8 billion and total shareholders’ equity
attributable to PartnerRe was $7.0 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, 2013, which was filed with the SEC on February 27, 2014, 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 September 30, 2014 which was filed with the SEC on October
31, 2014 and its Current Reports on Form 8-K, which were filed with the
SEC on May 16, 2014 and April 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, 2013, which was filed with the SEC
on February 21, 2014, 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 September 30, 2014
which was filed with the SEC on October 31, 2014 and its Current Report
on Form 8-K, which was filed with the SEC on 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:
• 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
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.
Contacts:
AXIS Capital:
Investor:
AXIS Capital Holdings
Limited
Linda Ventresca, (441) 405-2727
investorrelations@axiscapital.com
or
Media:
Kekst
and Company
Michael Herley, (212) 521-4897
michael-herley@kekst.com
or
PartnerRe
Ltd.:
Investor
Robin Sidders, (441)-294-5216
robin.sidders@partnerre.com
or
Media:
Celia
Powell, (441) 294-5210
celia.powell@partnerre.com
or
Sard
Verbinnen & Co
Drew Brown/Daniel Goldstein, (212) 687-8080
Source: AXIS Capital Holdings Limited
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