Endurance Sends Solicitation Letter to Aspen’s Shareholders

June 19, 2014

Endurance has acted quickly following the rejection by Aspen’s Board of Directors of its unsolicited offer to acquire all of the outstanding shares of Aspen for a combination of common stock and cash.

Endurance sent a letter, signed by its Chairman and CEO John Charman, to Aspen shareholders, which included a “definitive solicitation statement,” as well as a “WHITE authorization and consent card, providing a means for Aspen shareholders to requisition a special general meeting of shareholders in connection with a proposal to increase the size of Aspen’s board of directors from 12 to 19 directors and to authorize support for the proposal of a Scheme of Arrangement by Endurance.” The company said in a press bulletin.

The letter reviews the previous proposals Endurance has made and accuses Aspen’s Board of frustrating shareholders “by the dismissive and entrenched response,” to what it described as a “highly attractive acquisition proposal in favor of an untested standalone strategy for generating future shareholder value.”

The rather lengthy letter details Endurance’s position that the “combination of Endurance and Aspen makes compelling strategic and financial sense, creating a company with increased scale, an attractive diversified platform across products and geographies, and greater market presence and relevance.”

It urges Aspen shareholders to approve its proposal to increase the number of Board seats, with directors, who, presumably would view the company’s proposals in a more favorable light than the present Board.”

After presenting its arguments in favor of the merger of the two companies, Charman wrote: “Our proposal delivers a highly attractive premium and the opportunity for future value. Endurance’s proposal represents a highly attractive premium to Aspen’s pre-announcement trading price and allows you the opportunity to participate in future value created by a stronger and more profitable company.”

Endurance also said that if its “proposals are approved by Aspen’s shareholders, Aspen’s board and management will have little choice but to recognize that the will of the true owners of the company is to engage in discussions with Endurance in order to make the proposed transaction a reality, fulfilling the significant benefits of a combination between Endurance and Aspen.”

Source: Endurance Specialty Holdings

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