AXIS & PartnerRe “Exploring Enhancements”

July 11, 2015

PartnerRe Ltd. and AXIS Capital Holdings Limited said they are “jointly exploring enhancements to the terms of their amalgamation agreement.

“As a result, the special meetings of PartnerRe and AXIS Capital shareholders to approve the amalgamation agreement that were originally scheduled for July 24, 2015 will now take place on August 7, 2015,” the two Bermuda-based re/insurers said.

“PartnerRe and AXIS Capital are committed to ensuring that common and preferred shareholders benefit materially from the combination of the two companies. The Companies will communicate enhancements to their amalgamation agreement in the near-term.

“A registration statement containing the companies’ joint proxy statement/prospectus is available through the SEC’s website, via PartnerRe’s IR website, and AXIS Capital’s IR website. The proxy statement/prospectus provides important information about PartnerRe, AXIS Capital, and the proposed merger, as well as instructions for shareholders on voting.

“The AXIS Capital and PartnerRe boards have recommended that their respective stockholders vote “FOR” the amalgamation agreement between the companies and have encouraged stockholders to carefully evaluate the investor presentations filed by both companies on June 1, 2015 as part of their consideration of the transaction.

“In addition to the receipt of approvals from the Companies’ respective shareholders, the transaction remains subject to other customary closing conditions, including receipt of certain additional regulatory clearances; and there can be no assurance that the Companies will reach agreement on any enhancements to the terms of their amalgamation agreement. The transaction remains on track to close in the third quarter of 2015.”

In response, EXOR — the largest shareholder of PartnerRe Ltd. who is making their own bid to buy PartnerRe — said they note that “PartnerRe has acknowledged the superiority of EXOR’s Binding Offer by questioning the terms of its own amalgamation agreement with AXIS Capital.

“By postponing its own shareholder meeting, PartnerRe continues its attempts to rescue an inferior transaction that is the result of a flawed process,” EXOR said.

“EXOR remains committed to bringing its offer to fruition for the benefit of all PartnerRe shareholders,” the company added.

“EXOR therefore continues to urge PartnerRe shareholders to vote the GOLD proxy card against all three proposals related to the AXIS transaction and asks shareholders not to sign or return any WHITE proxy cards they receive from PartnerRe.

“Shareholders who have already returned a WHITE proxy card, can change their vote by simply returning the GOLD proxy card.

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