PartnerRe & AXIS Reaffirm Merger Commitment

July 23, 2015

Bermuda-based AXIS Capital Holdings Limited and PartnerRe Ltd. said they reaffirmed their “commitment to a superior proposal to the terms contemplated by EXOR’s proposed exchange offer for PartnerRe preferred shares, as revised on July 20, 2015, provided that the Companies receive a private letter ruling from the IRS that the change in terms would not create a “listed transaction.”

“The Companies continue to view EXOR’s proposal to the PartnerRe preferred shareholders as having the potential to subject preferred shareholders [and possibly common shareholders] to an onerous annual reporting and penalty regime applicable to prohibited tax shelter transactions under U.S. income tax laws, as described in the Companies’ press release dated July 16, 2015,” a joint statement said.

“The Companies believe it is more appropriate and provides greater certainty to shareholders to implement these terms only with an IRS ruling in hand. EXOR’s proposal for preferred shareholders appears to disregard this fundamental responsibility and is therefore unacceptable to PartnerRe’s board.”

PartnerRe Chairman Jean-Paul Montupet stated, “Throughout this process, our goal has been to achieve the best value for holders of both our common and preferred shares.

“We are pleased that we have agreed with AXIS Capital to provide our Preferred Shareholders with a superior proposal and less risk than the proposal put forth by EXOR. We must do what is in the best interest of our shareholders and not expose them to risks that may have serious tax and reporting consequences.”

AXIS Capital CEO Albert A. Benchimol stated, “The strategic and financial benefits of the merger agreement between AXIS Capital and PartnerRe continue to represent the most compelling path forward for both companies.

“We are confident that we will be able to provide superior value both to our shareholders and to our clients and distribution partners through the merger, and we are committed to doing so in a manner consistent with our fiduciary responsibilities. I look forward to continuing that process with our colleagues at PartnerRe.”

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