AXIS Capital Announces Tender Offer

March 12, 2012

Bermuda’s AXIS Capital Holdings Limited today [Mar.12] announced a tender offer for any and all of its outstanding 7.50% Series B Preferred Shares, par value $0.0125 per share and liquidation preference $100.00 per share.

The tender offer is being made solely pursuant to the Offer to Purchase dated March 12, 2012 and accompanying Letter of Transmittal. The terms and conditions of the tender offer are more fully set forth in those documents.

Upon and subject to the conditions set forth in the Offer to Purchase, AXIS Capital is offering to pay a purchase price of $102.81 per Preferred Share, net to the seller in cash for Preferred Shares properly tendered and not properly withdrawn.

The tender offer will expire at 12:01 A.M., New York City time, on April 10, 2012, unless the tender offer is extended or earlier terminated by AXIS Capital.

Tenders of Preferred Shares must be made on or prior to the expiration of the tender offer to receive the purchase price and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the Offer to Purchase and accompanying Letter of Transmittal. AXIS Capital currently expects the payment date of the tender offer to be April 10, 2012.

AXIS Capital expects to fund the purchase of the Preferred Shares with the net proceeds from the concurrent public offering of Series C Preferred Shares and cash on hand.

The tender offer is conditioned upon the consummation of financing on terms reasonably satisfactory to AXIS Capital resulting in aggregate proceeds that are sufficient to fund the purchase of Preferred Shares in the tender offer and certain other conditions described in the Offer to Purchase, each of which may be waived by AXIS Capital at its option.
AXIS Capital may, in its sole discretion, amend, extend or, subject to certain conditions, terminate the tender offer at any time, subject to applicable law.

Holders of Preferred Shares who have any questions regarding the terms of the tender offer should contact the dealer manager, Wells Fargo Securities, at [866]-309-6316 [toll-free] or [704]-715-8341 [collect].

AXIS Capital is the Bermuda-based holding company of the AXIS group of companies. AXIS Capital provides specialty insurance and reinsurance on a worldwide basis through operating subsidiaries and branch networks based in Bermuda, the United States, Europe, Singapore, Canada and Australia, as well as a Representative Office in Brazil.

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