PartnerRe ‘Now Willing’ to Open Talks with EXOR: Sources

By Agnieszka Flak and | July 30, 2015

PartnerRe Ltd, the reinsurance company that has a $6.6 billion merger agreement with AXIS Capital Holdings, has indicated that it is now willing to negotiate a new deal with rival suitor EXOR, SpA, according to people familiar with the matter.

This would be the first time that Bermuda-based PartnerRe has agreed to negotiate a potential merger with EXOR since the Italian investment company, which also controls Fiat Chrysler Automobiles NV, initially offered $130 per share for PartnerRe in April. Since then, EXOR has increased its offer several times and is now offering $6.7 billion for PartnerRe.

PartnerRe has reached out to EXOR in recent days to schedule discussions, the people said this week. EXOR, however, is waiting for PartnerRe’s board to formulate and propose the terms of a potential agreement, one of the people added.

The sources asked not to be identified because the deliberations are confidential. Representatives for PartnerRe and for EXOR declined to comment. AXIS also declined to comment.

PartnerRe’s potential change of heart follows EXOR’s increase of its offer for PartnerRe to $140.50 per share in cash, as well as three shareholder advisory services’ recommending that PartnerRe shareholders vote against the cash and stock offer from AXIS, which values the reinsurer at about $138.50 per share.

After the first shareholder advisory service report was published, PartnerRe said on July 21 that its board remained in favor of the deal it struck in January with AXIS, which it considered “superior in value, terms and certainty of closing to the current EXOR proposal.”

The agreed merger of AXIS and PartnerRe is scheduled to be voted upon by shareholders of both companies on Aug. 7. Even before the shareholder advisory firms came out against the deal, many analysts saw it as unlikely that PartnerRe shareholders would approve it.

If shareholders do not vote in favor of the merger between PartnerRe and AXIS, the company that did not elect to merge would have to pay a $55 million fee to the other firm. If the side that voted “no” is purchased by another company within a year, that company would have to pay an additional $225 million to the jilted merger partner.

If PartnerRe adopts a merger proposal other than the one agreed with AXIS, PartnerRe would have to pay AXIS $280 million plus up to $35 million in related expenses such as fees to lawyers and other advisers.

EXOR has said repeatedly that it would not go hostile by launching a tender offer for the PartnerRe shares.

(Reporting by Mike Stone in New York and Agnieszka Flak in Milan; editing by Leslie Adler)

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