EXOR Sends Letter To PartnerRe Employees

July 6, 2015

The AXIS/EXOR/PartnerRe business matter continues, with EXOR —  the largest shareholder of PartnerRe Ltd. — sending an open letter to all PartnerRe employees who are shareholders, urging them to vote the Gold proxy card against the AXIS amalgamation agreement.

In January 2015, Bermuda-based PartnerRe announced they had signed a “definitive amalgamation agreement” with AXIS Capital Holdings, and in April 2015 EXOR made their own offer to acquire PartnerRe for $6.4 billion, and the parties have been exchanging words since then.

The full letter follows below:

Dear PartnerRe employees,

We are grateful for the strong support we have received to date from PartnerRe employees around the world. You, like we, recognize the superior value and certainty that our proposal offers for all stakeholders of PartnerRe including shareholders, clients, brokers, and especially employees. It is clear from your strong show of support that our messages about the continuity of the PartnerRe business, under the superior financial strength of EXOR, have resonated with you.

As we’ve said previously, for PartnerRe employees, EXOR offers:

  • A better, stronger future as a standalone reinsurer
    • PartnerRe to remain independently operated, backed by a stronger group with a confirmed investment grade rating, substantial cash resources and a net asset value of approximately $15 billion.
  • Continuity of the PartnerRe brand, corporate culture and business strategy
    • EXOR values PartnerRe’s deep underwriting expertise, world-class brand and talented employees and management team, and has no plans to change them.
    • The corporate culture, business model and underwriting philosophy of PartnerRe differs significantly from that of AXIS, and will likely be lost in a transaction with AXIS. EXOR believes these are critical elements to PartnerRe’s success that should be preserved.
  • No integration risk for employees and no risk of business disruption for clients and brokers
    • The complex integration risk under the AXIS transaction – that simply does not exist with EXOR – may lead to client and underwriting talent losses.
    • In addition, there will likely be significant job and other redundancies under an AXIS/PartnerRe combination. As highlighted in its most recent FAQ, your company expects to achieve the majority of its $200 million of expense synergies through staff layoffs, which would affect many of you.

We appreciate the strong support of PartnerRe’s employees and want to ensure you that if you hold shares through a broker, you can vote your shares without PartnerRe Board of Directors knowing how you are voting. By voting EXOR’s GOLD proxy card there is no fear of retaliation for voting your shares against the AXIS transaction in pursuit of EXOR’s superior offer that aligns with employees’ best interests.

Remember, the critical first step to EXOR’s offer being successful is for PartnerRe shareholders, including employee shareholders, to vote down the AXIS transaction. As you know, even if you hold only PartnerRe preferred shares, you are eligible to vote. And every vote is important, regardless of the number of shares you own.

We have set up international toll-free phone numbers below for any PartnerRe employee shareholder, in any country, who wants more information or who needs help in getting a ballot and voting their shares at the upcoming Shareholder Meeting on July 24th. Please contact Okapi Partners, our proxy solicitors, at any of the numbers below.

Toll-free Bermuda: 0844 229 7492
Toll-free France: 0805 081 024
Toll-free Ireland: 1 800 817 339
Toll-free UK: 0800 088 5168
Toll-free Switzerland: 0800 895 047

EXOR urges all of PartnerRe’s shareholders, including employees, 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. This is an essential vote for the PartnerRe Board of Directors to be able to accept EXOR’s superior offer for the Company. Shareholders who have already returned a WHITE proxy card, can change their vote by simply returning the GOLD proxy card.

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