PartnerRe Shareholders to Decide on AXIS Bid; Board Rejects EXOR Offer

May 22, 2015

PartnerRe Ltd. said in a statement on Friday that its suitor EXOR has rejected any negotiations to raise its $6.8 billion hostile offer. As a result, the Bermuda-based PartnerRe said it will ask shareholders to vote on the planned merger with AXIS Capital Holdings, which the PartnerRe board said is preferable to an acquisition by the Agnelli family’s EXOR.

“By demanding that we declare their offer ‘reasonably likely to be a superior proposal’ as a precondition to any negotiations, EXOR has effectively rejected our board’s good faith offer made [on May 21] to engage in discussions on price and other terms. We have made it very clear that EXOR’s price and terms are unacceptable,” according to a statement issued by PartnerRe.

“The waiver we obtained from AXIS to engage with EXOR contained no restrictions whatsoever that would impede full and open discussions and we remain interested to proceed on that basis to determine whether the offer can be improved so that it is compelling to PartnerRe shareholders on price and terms,” the company continued.

“EXOR’s portrayal in its letter of discussions between EXOR and PartnerRe is simply not credible. While it relates to an earlier proposal, and is not relevant to the latest offer, we point out one last time that we consider inaccurate EXOR’s statement that they did not portray their prior proposal as ‘best and final’.”

PartnerRe said it will now get shareholder approval for the AXIS bid. “The board has not changed its recommendation with respect to, and continues to support, the pending merger with AXIS Capital.”

In a letter to PartnerRe’s board on Thursday, EXOR’s Chief Executive Officer John Elkann said that EXOR would not raise the price of its binding offer.

Related articles:
EXOR Refuses to Sweeten $6.8 Billion Offer to Acquire PartnerRe
AXIS Says Termination Fee Would Soften Blow if PartnerRe Deal Collapses
Update: PartnerRe Says $6.8B EXOR Offer Unacceptable; Open to Negotiations
Italy’s Agnellis: Billionaire Family Behind PartnerRe Takeover Battle
EXOR Raises Bid for PartnerRe by 5.8%, Aiming to Overcome Rival AXIS Offer
Italy’s EXOR to Consider Increasing $6.4B Offer for PartnerRe: Sources
AXIS Capital Could Attract Offer From Arch Capital: Report
EXOR Bid for PartnerRe Still Has Legs as Shareholders Weigh Offers: Real M&A
PartnerRe Rejects EXOR Offer; Confirms AXIS Deal w/ Enhanced Terms
EXOR Says Remains ‘Fully Committed’ to Spurned PartnerRe Offer
PartnerRe Investor Fund Describes EXOR Bid as ‘Much Superior’ to AXIS Deal
Update: Italy’s EXOR Offers $6.4 Billion for PartnerRe in Threat to AXIS Deal
AXIS to Merge with PartnerRe to Create $11 Billion Reinsurer

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