Endurance Ltd. Comment On Aspen’s Rejection

April 15, 2014

Bermuda-based Endurance Specialty Holdings Ltd commented on Aspen Insurance Holdings Limited’s summary rejection of its proposal to acquire all of the common shares of Aspen for $3.2 billion.

In rejecting the unsolicited proposal, Glyn Jones, Chairman of Aspen’s Board of Directors, said: “After careful review and deliberation, the Board of Directors unanimously determined that Endurance’s proposal is not in the best interests of Aspen or its shareholders.

“Endurance’s ill-conceived proposal undervalues our company, represents a strategic mismatch, carries significant execution risk, and would result in substantial dis-synergies. Furthermore, most of the consideration to Aspen shareholders would be in a stock that would reflect these problems.

“Aspen has a proven track record of performance and a clear strategy to increase shareholder value. Endurance has a mixed operating track record, new leadership, an unproven strategy, and no experience with large acquisitions.

“Moreover, this transaction would be highly disruptive to Aspen’s corporate culture, which has proven to be a significant competitive advantage in the marketplace,” added Mr. Jones.

Speaking after Aspen’s rejection, Endurance CEO John Charman said, “That’s a lot of value to leave on the table. Cut through the rhetoric, and this transaction is all about value and the fact that Aspen shareholders are being denied the opportunity to realize that value.

“We believe shareholders will see the limitations of the Aspen ‘go-it-alone’ plan, which they have been pursuing unsuccessfully, and will recognize the value of the transaction we are proposing – and, in so doing, will make their views known to the Aspen board of directors.”

A statement from the Company said “the continued refusal by Aspen’s board and management to engage in any discussions with Endurance on behalf of Aspen shareholders demonstrates their entrenched position and is unsurprising in view of their past record of ignoring the best interests of Aspen shareholders. Aspen’s “rejection” is simply an attempt to deflect from the highly attractive premium value the Endurance proposal represents by citing a series of unsubstantiated red herring objections.

“Aspen’s arguments are merely a smokescreen for criticizing Endurance, a company that has from its inception, delivered superior growth in book value per share to that of Aspen. Mr. Charman likewise has a long and stellar track record of creating tremendous value for investors, and team oriented, entrepreneurial corporate cultures for employees. His willingness to invest $25 million of his own personal funds in this transaction makes his confidence in future value creation in the combination manifest.”

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