PartnerRe Investors Should Vote Against Merger with AXIS: Glass Lewis

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PartnerRe Ltd. investors should vote against a planned merger with rival reinsurer AXIS Capital Holdings Ltd., proxy adviser Glass Lewis & Co. said in a recommendation that’s a victory for hostile bidder EXOR SpA.

“The liquidity, certainty and immediate premium of EXOR’s offer appear to remain superior,” Glass Lewis said in a report, a copy of which was obtained Monday by Bloomberg News.

EXOR made an unsolicited offer for PartnerRe in April and repeatedly raised its bid, adding a special dividend last week that brought the value to $140.50 a share, or more than $6.7 billion. Shareholders of Bermuda-based PartnerRe are scheduled to vote Aug. 7 on the proposed AXIS merger.

PartnerRe slipped 0.3 percent to $135.39 at 11:07 a.m. on Monday in New York, while AXIS climbed 1 percent. EXOR shares were down 3.1 percent in Milan after the Turin-based company issued a statement Monday on the recommendation. ISS Proxy Advisory Services said last week that PartnerRe holders should reject a deal with AXIS.

AXIS announced the original merger deal in January and has said a combination would give investors the chance to benefit from the growth of a company that would be the world’s fifth- largest property-and-casualty reinsurer. A transaction would give PartnerRe shareholders 51.5 percent of the combined company, and a special dividend of $17.50 a share, which was raised from a previous plan of $11.50.