Montpelier Re to Hold Special Shareholders’ Meeting on Endurance Acquisition

May 22, 2015

Bermuda-based Montpelier Re Holdings Ltd announced that it has scheduled a special general meeting of its shareholders to “consider and vote upon a proposal to approve the previously announced Agreement and Plan of Merger,” dated March 31, 2015.

Shareholders will be asked to approve the deal between Montpelier Re, Endurance Specialty Holdings Ltd. and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance. The approval of a statutory merger agreement is required by Section 105 of the Companies Act 1981 of Bermuda and referred to in the merger agreement and the merger of Montpelier with and into Millhill Holdings Ltd. contemplated by the merger agreement.

“Montpelier common shareholders will also be asked to consider and vote upon a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Montpelier’s named executive officers that is based on or otherwise related to the merger,” said the announcement.

“The Montpelier special general meeting will be held on Tuesday, June 30, 2015, at 10:30 a.m. (Atlantic time) at Montpelier’s offices at Montpelier House, 94 Pitts Bay Road, Pembroke HM 08, Bermuda. Holders of record of Montpelier’s common shares as of the close of business on May 26, 2015 will be entitled to vote at the Montpelier special general meeting.

“The joint proxy statement/prospectus to be issued in connection with the meeting will provide voting instructions as well as detailed information for Montpelier common shareholders about the merger. Montpelier expects to commence mailing the joint proxy statement/prospectus to its shareholders on or about May 29, 2015.

“The merger is subject to customary closing conditions, including approvals of the shareholders of both Endurance and Montpelier. It is currently expected that the acquisition will be consummated in the third quarter of 2015.”

Source: Montpelier Re Holdings

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