PartnerRe On Revised Proposal From EXOR

July 21, 2015

PartnerRe Ltd. confirmed that it has received a revised acquisition proposal from EXOR S.p.A, offering a $3.00 per common share special dividend.

The company said, “In response to EXOR’s revised offer, its sixth revised proposal, the PartnerRe Board has determined that the latest EXOR proposal would reasonably be likely to result in a “Superior Proposal” [as defined in the Amalgamation Agreement with AXIS Capital].

“As such, the Board will seek to engage in negotiations with EXOR, and offer EXOR the opportunity to conduct due diligence, to determine whether the current offer can be improved both in its price and terms with respect to items previously identified.

“However, the Board continues to believe that the transformative amalgamation with AXIS Capital is superior in value, terms and certainty of closing to the current EXOR proposal.

“Following its review of EXOR’s revised proposal, PartnerRe’s Board of Directors reaffirms its recommendation that shareholders vote ‘FOR’ the agreed amalgamation with AXIS Capital Holdings Limited [AXIS Capital].

“The transaction with AXIS Capital remains on track to close in the third quarter of 2015.

“The PartnerRe Board of Directors continues to urge its holders of both common and preferred shares to promptly use the white proxy card to vote ‘for’ the Amalgamation Agreement with AXIS Capital at the Shareholder Meeting on August 7, 2015.”

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