Aspen: Proxy Advisory Firms Recommendations

July 18, 2014

Aspen Insurance Holdings Limited noted that Glass, Lewis & Co., LLC, a leading independent proxy advisory firm, has recommended that Aspen shareholders reject both proposals made by Endurance Specialty Holdings Ltd. and revoke any authorizations submitted on such proposals by executing and returning Aspen’s BLUE revocation card.

The two Bermuda-based re/insurers have been going back and forth since Aspen unanimously rejected Endurance’s initial proposal in April 2014.

Chris O’Kane, Aspen’s Chief Executive Officer, said, “With Glass Lewis’s recommendation, all three leading independent proxy advisory firms are recommending that Aspen shareholders reject both of Endurance’s proposals.

“Endurance’s inadequate offer continues to weaken as Aspen delivers strong operating results and increases shareholder value. But rather than offering real value, Endurance continues to pursue coercive legal tactics in a forlorn effort to buy Aspen at the lowest possible price. We urge shareholders to reject both of Endurance’s proposals.”

In its July 15 analysis, Glass Lewis advised that there were few if any reasons for Aspen shareholders to support Endurance’s authorization proposals, noting, “In our view, given that the Aspen board appears to have acted in good faith with Endurance, the Aspen board considered Endurance’s proposals on multiple occasions and formed a reasonable basis to reject such proposals and the Company continues to report solid performance on a stand-alone basis, shareholder authorization of an attempt to override the board’s conclusions by seeking a court-ordered special meeting is not warranted.”

The report concluded that, “…we believe Endurance has failed to make a compelling case for Aspen shareholders to support the proposed authorizations.”

The company said, “Aspen’s Board of Directors urges 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.

  • 1. Do NOT sign Endurance’s white authorization card.
  • 2. Sign, date and return the BLUE revocation card.
  • 3. Even if Aspen shareholders have already signed Endurance’s white authorization card, shareholders have every right to revoke their authorizations by signing, dating and returning the Blue revocation card.

“If Aspen shareholders have questions or need assistance revoking their authorizations for their shares, they may contact Aspen’s agent Innisfree M&A Incorporated: Shareholders call toll-free: [877] 717-3930; Banks and Brokers call collect: [212] 750-5833.”

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