Endurance Continue Attempts To Acquire Aspen

June 9, 2014

Endurance Specialty Holdings Ltd. today [June 9] commenced an Exchange Offer for all of the outstanding common shares of Aspen Insurance Holdings Limited.

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

A statement from Endurance said, “Under the terms of the Exchange Offer, each holder of Aspen common shares will have the right to receive for their Aspen common shares, at their election: all cash [$49.50 for each Aspen share]; all Endurance common shares [0.9197 Endurance shares for each Aspen share]; or a combination of cash and Endurance common shares [.5518 Endurance common shares and $19.80 in cash for each Aspen share].

“The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of 40% cash and 60% Endurance common shares [calculated based on the closing price per Endurance common share on April 11, 2014, the last trading day prior to Endurance's announcement of its initial proposal to acquire Aspen for $47.50 per share]. The terms and conditions of the Exchange Offer are set forth in the offering documents that Endurance is filing today with the Securities and Exchange Commission.

“The Exchange Offer will expire at 5:00 p.m., Eastern time, on Friday, August 29, 2014, unless extended. The offering documents, including a preliminary prospectus/offer to exchange and a related letter of election and transmittal, describing the Exchange Offer and the means for Aspen shareholders to tender Aspen common shares into the offer will be delivered to Aspen shareholders.


John R. Charman, Endurance’s Chairman and Chief Executive Officer, said, “The commencement of the Exchange Offer today further demonstrates our full commitment to a transaction with Aspen, and provides an additional mechanism for shareholders to support the consummation of this very compelling combination.

“We again call on Aspen’s board and management to act in the best interests of Aspen’s shareholders by engaging with us in constructive discussions regarding our increased proposal and to cease with their rhetoric and entrenchment.”

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