Axis Capital Holdings Limited · NYSE:AXS
Axis Capital — Merger or Acquisition (June 2015)
82 slides from Axis Capital's merger presentation, Jun 24, 2015
Slide 1: PartnerRe & AXIS: A Compelling Merger of Equals
PartnerRe & AXIS: A Compelling Merger of Equals June 24, 2015
Slide 2: Disclaimer: Participants in Solicitation
1 PartnerRe, AXIS, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of PartnerRe is set forth in its Annual R
Slide 3: Executive Summary
2 The merger of equals between PartnerRe and AXIS has strong strategic merits The merger of equals with AXIS creates compelling value and continuity of interest for PartnerRe shareholders, with significant valuation upside The merger of equals with AXIS is a result of a rigorous and extensive
Slide 4: Merger with AXIS: The Best Alternative in Challenging Times
3 Merger with AXIS: The Best Alternative in Challenging Times ▪ The reinsurance industry is undergoing changes that present great challenges but also great opportunities for companies that will successfully position themselves for that environment ─ For a pure - play reinsurer, this is not a time to
Slide 5: Merger of Equals Between PartnerRe and AXIS
4 On January 25, 2015, as subsequently amended on May 3, 2015, PartnerRe and AXIS announced that they had signed a definitive amalgamation agreement to create one of the world’s preeminent specialty insurance and reinsurance companies (“ MergeCo ”) Merger of Equals Between PartnerRe and AXIS Conside
Slide 6: PartnerRe Company Overview
5 Property and Casualty 34% Specialty 45% Life and Health 21% PartnerRe — C ompany Overview 2014 GPW: $5.9 billion PartnerRe Ltd ("PartnerRe") is a leading Bermuda - based provider of reinsurance and certain specialty insurance lines on a worldwide basis Founded in 1993 and headquartered in Pemb
Slide 7: AXIS Company Overview
6 Specialty 34% Property 14% Specialty 17% P&C & Other 29% AXIS — C ompany Overview 2014 GPW: $4.7 billion AXIS Capital Holdings Ltd ("AXIS") is a Bermuda - based provider of a broad range of specialty insurance and reinsurance on a worldwide basis, through operating subsidiaries and branch networ
Slide 8: 1. Strong strategic merits of the merger of equals
1. Strong strategic m erits of the merger of equals
Slide 9: Reinsurance Industry Conditions Have Driven Reinsurers to Seek Scale
8 Increased importance of size and scale Downward pressure on reinsurance rates Higher ceding commissions More client - friendly terms and conditions Enhanced capabilities in niche / specialized lines Ample access to capital Need for growth Clients rationalize reinsurance relationshi
Slide 10: Comprehensive and Continuous Strategic Review Process
9 Comprehensive and Continuous Strategic Review Process INSURANCE & REINSURANCE DIVERSIFICATION TRANSFORMATIONAL PRIMARY INSURANCE COST REDUCTION INITIATIVES 3 RD PARTY CAPITAL Acquisition of Presidio (2012), a leading provider of U.S. healthcare (re)insurance products Launch of a wholesale insu
Slide 11: (Re)insurance Companies are Actively Pursuing M&A
10 (Re)insurance Companies are Actively Pursuing M&A to Reposition Themselves in the Current Environment “ An acquisition of Western World would further diversify VR’s business mix, which we would view favorably as property reinsurance prices decline sharply . ” “ The acquisition expands XL’s presen
Slide 12: Merger of equals creates a global leader in specialty insurance and reinsurance
11 Merger of equals represents an unparalleled opportunity to create a global leader in specialty insurance and reinsurance Creates a reinsurance and insurance powerhouse with approximately $13bn combined shareholders equity (1) ─ Primary specialty insurance platform with $2.5bn+ in premiums acros
Slide 13: Business Overview: Pro Forma Gross Premiums Written
12 FY 2014 GPW: $5.9B PartnerRe Pro Forma Combined $4.7B $10.6B AXIS BUSINESS OVERVIEW Note: PRE standalone D&F represents aviation, casualty, energy offshore, energy onshore, engineering, marine and property. On sho re energy, engineering and property map to pro forma property insurance; aviation,
Slide 14: Industry Conditions and Combined Company Positioning
13 Over - capitalization in the industry ─ New third - party capital entering the industry ─ Lack of large catastrophe losses ─ Favorable reserve development (although decreasing) Increased retention by clients ─ Enhanced capabilities in niche / specialty lines ─ Ample access to capital ─ Need f
Slide 15: Combined Franchise Defined by Financial Strength and Discipline
Combined Franchise Defined by Financial Strength and Discipline 14 As of 31-March-2015 Tangible Common Equity ($ bn) $5.8 $5.3 $10.4 Total Capitalization ($ bn) 8.1 7.0 14.8 Total Debt / Capitalization 10.2% 14.1% 13.1% Insurance Company Financial Strength Ratings (A.M. Best / S&P) A+ / A + A+ / A +
Slide 16: Market Commentary on the PRE / AXS MOE
15 Market Commentary on the PRE / AXS MOE Source : Wall Street research and rating agency reports. “ I n our view, the primary reason for PRE investors to vote in favor of the AXS merger is specifically to capitalize on a (re)insurance investment opportunity that wouldn’t otherwise exist … most (re)
Slide 17: 2. Attractive valuation with significant value upside
2 . Attractive valuation with significant value upside
Slide 18: MOE with AXIS will Create Significant Value for PartnerRe Shareholders
MOE with AXIS will Create Significant Value for PartnerRe Shareholders 17 MOE results in ~20%+ EPS , tangible book value per share (“TBVPS”) and ROE accretion for PartnerRe shareholders by 2017 At least $200 million in identifiable and actionable expense savings Improved capital efficiency wit
Slide 19: Significant Enhancement of Operating RoE
18 Meaningful additional upside in 3rd Party Capital Added benefit from Incremental Growth as run - rate levels are achieved beyond 2017 2%+ potential ROE upside with 100bps incremental increase in interest rates Potential additional upside from pricing improvements Significant Enhancement o
Slide 20: Clear Path to Achieving Target Expense Synergies by 2017
19 Management team has extensive experience in successful expense reduction initiatives Clear Path to Achieving Target Expense Synergies by 2017 At Least $200 Million in Identifiable and Actionable Expense Savings Business Unit ~$ 60 Support Functions ~$ 75 Corporate ~$ 35 Other Synergies ~$ 30 Targ
Slide 21: Enhanced Ability to Return Capital While Growing the Business
20 23% 21% 17% 15% 11% 11% 5% 2% RE XL WRB ACGL ACE Y MKL Capital Deployment Key Drivers Enabling Capital Return Less - volatile income stream and strong track record with rating agencies supports aggressive capital management strategy Strong net income generation benefitting from strength of co
Slide 22: Significant New Growth Opportunities
21 In addition to value drivers shown on previous pages, management believes there are significant new growth opportunities in the following areas Reinsurance Insurance Life and A&H Scale creates greater servicing and consultative capabilities and therefore greater access Greater utilization of
Slide 23: Price-to-Tangible Book Value vs ROE and Volatility
22 1.16x PRE + AXS Selected (re)insurers Price - to - Tangible Book V alue 2017E ROE V ersus Historical Volatility (1) + Note: Market data as of 5/27/2015, unless otherwise noted. Selected (re)insurers include ACE, ACGL , AGII , AHL , AWH , ENH , MRH , RE, RNR , VR, and XL. Price - to - tangible boo
Slide 24: MergeCo Creates Significant Value for PartnerRe Shareholders
23 23 Current P/TBV Trading Multiples VR RNR XL ACGL ACE 1.14x 1.17x 1.18x 1.41x 1.47x MergeCo Creates Significant Value for PartnerRe Shareholders Source: S - 4 filed by both AXIS and PartnerRe on 6/1/2015. Market data as of 5/27/2015. Note: Assumes diluted MergeCo shares at closing per S - 4. (1)
Slide 25: TBV Multiple Re-Rating Well Supported by Conservative P/E Multiples
24 Note: Market data as of 6/4/2015. Peer set includes ACE, ACGL, AGII, AHL, AWH, ENH, MRH, RE, RNR, VR, and XL. Price - to - tangible book value per share based on basic share count. Source : Factset , SNL Financial. (1) Excludes impact of special dividend of $11.50 per share and PRE and AXS reserv
Slide 26: 3. Rigorous and extensive Board process to explore strategic alternatives
3. The deal is a result of a rigorous and extensive process by the Board to explore strategic alternatives
Slide 27: Board Exploration of Strategic Options
26 In response to trends in the reinsurance industry, PartnerRe’s Board of Directors (“BOD”) and management have conducted a thorough exploration of various strategic options and a range of potential transactions PartnerRe’s BOD and management concluded that diversifying into the primary insuran
Slide 28: Strategic Review and Screening Process Undertaken
27 Strategic Review and Screening Process Undertaken PartnerRe’s management, BOD and advisors undertook comprehensive analysis of potential M&A counter parties over a four - year period (2011 through 2015) ─ Evaluation of acquisition targets, potential acquirers, as well as merger of equals partne
Slide 29: PartnerRe and AXIS MOE Highlights
28 PartnerRe and AXIS MOE Highlights CATEGORIES Equal Split of Pro Forma Ownership Equal Board Representation Super - Majority Provision Split Key Management Common Headquarters Stock Consideration PRE - AXS COMMENTARY x x x x x x ~51.5% PartnerRe ownership ~48.5% AXIS ownership Stock consider
Slide 30: PartnerRe's Board Has Strong Governance Track Record and M&A Experience
29 PartnerRe’s Board Has Strong Governance Track Record and Deep Experience in Financial Services and M&A Average: 28 Years BOARD MEMBER FINANCIAL SERVICES EXPERIENCE NOTABLE EXPERIENCE Jean - Paul Montupet (Chairman) 13 Years Senior executive positions at Emerson Electric (1990 - 2012) Currentl
Slide 31: 4. The Board has acted in shareholders' best interests and negotiated in good faith with EXOR
4. The PartnerRe Board has acted in the best interests of shareholders and made a good faith effort to negotiate with EXOR
Slide 32: Timeline of Events Relating to EXOR
31 April 14 April 21 - 23 April 17 2015 EXOR submitted unsolicited proposal to acquire PartnerRe for $130.00 in cash per common share (the “EXOR Proposal”) Advisors of PartnerRe and EXOR had an in - person meeting to explore the terms of the EXOR Proposal in detail. Subsequent calls were also sc
Slide 33: Timeline of Events Relating to EXOR (cont.)
32 May 22 May 19 May 21 May 14 - 15 2015 The PartnerRe BOD obtained a waiver from AXIS and sought to engage with EXOR to explore improvements to the price and terms of the EXOR Offer, which allowed EXOR to conduct due diligence EXOR set precondition to negotiations that PartnerRe must declare th
Slide 34: The PartnerRe Board is Focused on Maximizing Shareholder Value
33 The PartnerRe Board is Focused on Maximizing Shareholder Value The PartnerRe Board was open and willing to negotiate with EXOR from day one, even though EXOR’s price and terms are unacceptable − EXOR stated repeatedly that they will not improve their offer price EXOR’s allegations regarding t
Slide 35: Board Interests Aligned with Long-Term Shareholder Interests
34 The Interests of the PartnerRe Board are Aligned with the Long - Term Interests of the PartnerRe Shareholders ▪ The compensation of PartnerRe’s directors aligns the interests of the directors with the long - term interests of the PartnerRe shareholders. ▪ Director compensation is comprised of sig
Slide 36: EXOR has Consistently Refused to Address Serious Flaws in its Terms
35 Since EXOR made its initial proposal, PartnerRe has clearly explained the execution risks associated with and the serious flaws in EXOR’s terms in both public and private communications EXOR has revised its proposed contractual terms on three occasions, but has consistently failed to address
Slide 37: 5. AXIS transaction is superior; EXOR Offer inadequate
5. AXIS transaction is superior; EXOR Offer is inadequate as a change - of - control cash offer
Slide 38: EXOR's Inferior Current Offer is Not in Shareholders' Best Interests
37 EXOR’s Inferior Current Offer is Not in the Best Interests of PartnerRe Shareholders EXOR’s inferior offer significantly undervalues PartnerRe’s standalone franchise Precedent acquisition transaction multiples and premiums paid imply a valuation well in excess of $ 137.50 − EXOR offer of $137
Slide 39: EXOR's Inferior Offer Undervalues PartnerRe's Franchise
38 Source: S - 4 filed by both AXIS and PartnerRe on 6/1/2015. Note: Assumes 18.5% effective tax rate. Assumes 48.850 million diluted PRE shares as of 3/31/2015 per S - 4 . EXOR’s Inferior Offer Undervalues PartnerRe’s Franchise PartnerRe’s prudent reserves have meaningful value to shareholders, whi
Slide 40: Rising Interest Rates Valuation Upside
39 Rising interest rates have material potential valuation upside, which is not reflected and could not be realized through EXOR’s inferior cash consideration Assuming an incremental 100bps increase in interest rates Source: S - 4 filed by both AXIS and PartnerRe on 6/1/2015. (1) 48.850 million di
Slide 41: Historical PartnerRe and (Re)insurance Multiples
40 Note: Market data as of 6/4/2015. Peer set includes ACE, ACGL, AGII, AHL, AWH, ENH, MRH, RE, RNR, VR, and XL. Price - to - tangible book value per share based on basic share count. Source : Factset , SNL Financial. (1) Reflects unaffected trading valuation as of 1/23/2015 . Historical PartnerRe a
Slide 42: Precedent Transactions Imply Valuation Above $137.50
41 EXOR’s inferior offer is inadequate for a sale transaction Source: S - 4 filed by both AXIS and PartnerRe on 6/1/2015. (1) Price implied by selected transaction P/BV, P/TBV, and FY1 P/E multiples, as applied against relevant PartnerRe statistic. Precedent Acquisition Transactions Imply a Valuatio
Slide 43: EXOR Offer Premium Lower than Precedent Transactions
42 Implied Premium of EXOR Offer over PartnerRe Stock Price is Significantly Lower than Precedent Transactions Source: SDC. Note: Premium paid over trading price one day prior to announcement. Industry premiums reflect mean values. Includes transactions with deal value greater than $1bn with target
Slide 44: 6. EXOR's Offer is illusory; terms expose shareholders to risks
6. EXOR’s Offer is illusory; EXOR’s proposed terms and conditions expose P artnerRe shareholders to significant risks
Slide 45: EXOR's Proposed Terms Expose Shareholders to Significant Risks
44 44 EXOR’s Proposed Terms and Conditions Expose PartnerRe Shareholders to Significant Risks Shell entities allow EXOR to walk away from the transaction with minimal risk EXOR’s ability and desire to close may be significantly impaired by financial pressures from transaction leverage, ability t
Slide 46: Parties to EXOR's Merger Agreement Appear to be Shell Entities
The Parties to EXOR’s Merger Agreement Appear to be Shell Entities 45 EXOR S.p.A. (Italy) Ticker (BIT): EXO Key Investments Source: 2014 EXOR Annual Report; EXOR 13D Exhibit 99.3 (preamble and Section 9.13). 100% 100% 100% EXOR group’s material assets Only contracting parties against which PartnerRe
Slide 47: EXOR Offer Lacks a Customary Reverse Termination Fee
46 46 The EXOR Offer does NOT include a customary reverse termination fee, which would compensate PartnerRe for EXOR’s failure to obtain regulatory approvals. EXOR can run out the clock on regulatory approvals with no consequences. ─ There are numerous EXOR affiliates that need to participate in
Slide 48: EXOR Controlling Shareholders Have No Obligations to Cooperate on Regulatory Approvals
EXOR and its Controlling Shareholders Have no Contractual Obligations to Cooperate in Obtaining Regulatory Approvals 47 Dicembre Societa Semplice Simon Fiduciaria S.p.A. Siglabile Simonfid S.p.A. Pons Finance S.A. Giovanni Agnelli e C. Societ á in Accomandita p er Azioni Enne Societ á Semplice Other
Slide 49: 7. Merger with AXIS provides superior protection for preferred shareholders
7 . Merger with AXIS provides superior protection for preferred shareholders , vs. significant risks introduced by EXOR Offer
Slide 50: EXOR Statements About Preferred Shares are Misleading and Irrelevant
49 EXOR Statements About Preferred Shares are Misleading and Irrelevant S&P has not made any statement regarding PartnerRe’s preferred ratings under EXOR PartnerRe under potential EXOR ownership would be a wholly owned subsidiary, whose ratings would be linked to EXOR’s BBB + rating EXOR is co
Slide 51: Merger with AXIS Protects the Security of Preferred Shareholders
50 PartnerRe’s Merger with AXIS Protects the Security of Preferred Shareholders Preferred shares are hybrid securities with both equity and debt characteristics: perpetual, dividend paying Rated by four agencies along with all other fixed income securities in PartnerRe’s capital structure ( Mood
Slide 52: Merger with AXIS Protects Preferred Shareholders (cont.)
51 PartnerRe’s Merger with AXIS Protects the Security of Preferred Shareholders ( con’t .) Both PartnerRe and Axis have met with all four rating agencies to outline the proposed MOE and the related capital plan. Discussions focused on the business plan and importantly, the pre - close dividend and
Slide 53: Uncertainties to Preferred Shareholders from a Sale to EXOR
52 Board has Focused on Significant Uncertainties to Preferred Shareholders that a Sale to EXOR Presents Under a potential EXOR acquisition of PartnerRe, the credit considerations will include EXOR’s degree of influence over PartnerRe’s strategy, management, risk appetite, and dividend policy − Wi
Slide 54: Potential PartnerRe Sale to EXOR Expected to be Credit Negative
53 Potential PartnerRe Sale to EXOR Expected to be Credit Negative Notwithstanding EXOR’s assertions, PartnerRe’s credit standing and ratings will be impacted by developments at EXOR and vice versa − Rating agency communications are clear on this point and are supported by rating methodologies for
Slide 55: 8. Conclusion
2. i, & 8. Conclusion
Slide 56: Merger with AXIS: The Best Alternative in Challenging Times
55 Merger with AXIS: The Best Alternative in Challenging Times ▪ The reinsurance industry is undergoing changes that present great challenges but also great opportunities for companies that will successfully position themselves for that environment ─ For a pure - play reinsurer, this is not a time t
Slide 57: AXIS Transaction is not a Sale and is in Shareholders' Best Interests
56 PartnerRe / AXIS Transaction is not a Sale and the Merger of Equals is in the Best I nterests of PartnerRe Shareholders Transaction Structure Value to PartnerRe Shareholders Timing Significantly undervalues PartnerRe’s standalone franchise Precedent acquisitions imply a value well in excess o
Slide 58: Appendix A. Chronology of Events
Appendix A . Chronology of Events
Slide 59: Chronology of Events
Chronology of E vents 58 Source : Company filings . September 2013: The senior management of PartnerRe presented a possible strategic acquisition candidate to the PartnerRe Board of Directors (“BOD”). The BOD determined it would be worthwhile exploring that acquisition further and a transaction co
Slide 60: Chronology of Events (cont.)
Chronology of Events (cont .) 59 Source : Company filings . December 10, 2014: An introductory phone conversation was held between Mr. Montupet and Mr. Butt regarding a potential merger of equals. Mr. Butt indicated that the possibility of such a merger with PartnerRe would be of interest, and tha
Slide 61: Chronology of Events (cont.)
Chronology of Events (cont .) 60 January 25, 2015: PartnerRe BOD approved the appointment of Mr. David Zwiener as interim Chief Executive Officer of PartnerRe and entered into a separation agreement with Costas Miranthis wherein he resigned from his position as President and CEO March 16, 2015:
Slide 62: Chronology of Events (cont.)
Chronology of Events ( cont.) 61 Between May 1, 2015 and May 3, 2015: PartnerRe and AXIS Capital negotiated the Draft Amendment Agreement. As a result of these negotiations, AXIS Capital and the PartnerRe Transaction Committee agreed to a special dividend of $11.50 and an increase of termination f
Slide 63: Chronology of Events (cont.)
Chronology of Events ( cont .) 62 May 17, 2015: Members of the PartnerRe Transaction Committee had discussions with the representatives of Davis Polk, Credit Suisse and Lazard to discuss the possible response to the EXOR Offer, including the option of seeking a waiver from AXIS Capital under appli
Slide 64: Appendix B. Unacceptable Risks Posed by the EXOR Offer
Appendix B . Unacceptable Risks Posed by the EXOR Offer
Slide 65: Summary of Risks of the EXOR Offer
64 64 Summary S hell entities allow EXOR to walk away from the transaction with minimal risk EXOR’s ability and desire to close may be significantly impaired by financial pressures from transaction leverage, ability to raise cash, and commitments to other investments (including Fiat Chrysler)
Slide 66: EXOR has Consistently Refused to Address the Serious Flaws in its Terms
65 Since EXOR made its initial proposal, PartnerRe has clearly explained the execution risks associated with and the serious flaws in EXOR’s terms in both public and private communications EXOR has revised its proposed contractual terms on three occasions, but has consistently failed to address
Slide 67: Parties to EXOR's Merger Agreement Appear to be Shell Entities
The Parties to EXOR’s Merger Agreement Appear to be Shell Entities 66 EXOR S.p.A. (Italy) Ticker (BIT): EXO Key Investments Source: 2014 EXOR Annual Report; EXOR 13D Exhibit 99.3 (preamble and Section 9.13). 100% 100% 100% EXOR group’s material assets Only contracting parties against which PartnerRe
Slide 68: EXOR Guarantee Does Not Cover Breach; EXOR Parties Could Walk Away
67 EXOR S.p.A.’s guarantee does not cover breach of obligations or damages; EXOR can exploit this during the protracted period to closing by walking away in the face of negative developments ( 1) EXOR parties are not capable of compensating PartnerRe if EXOR walks away N egative Developments in
Slide 69: EXOR's Ability to Close Constrained by Cash Needs and Leverage
68 68 EXOR’s Ability and Desire to Close May be Further Constrained by its Cash Needs and Transaction - related Leverage As widely reported, Fiat Chrysler Automobiles (FCA), EXOR’s largest investment today, is seeking merger partners in order to address its operational, strategic and financial cha
Slide 70: EXOR Offer Lacks a Customary Reverse Termination Fee
69 69 The EXOR Offer does NOT include a customary reverse termination fee, which would compensate PartnerRe for EXOR’s failure to obtain regulatory approvals. EXOR can run out the clock on regulatory approvals with no consequences. ─ There are numerous EXOR affiliates that need to participate in
Slide 71: EXOR Controlling Shareholders Have No Contractual Obligations to Cooperate
EXOR and its Controlling Shareholders Have no Contractual Obligations to Cooperate in Obtaining Regulatory Approvals 70 Dicembre Societa Semplice Simon Fiduciaria S.p.A. Siglabile Simonfid S.p.A. Pons Finance S.A. Giovanni Agnelli e C. Societ á in Accomandita p er Azioni Enne Societ á Semplice Other
Slide 72: EXOR and its Controlling Shareholders are Unknown to Key Insurance Regulators
71 71 Jurisdictions where regulatory approvals/filings are required but EXOR does NOT own, and has not owned in the last 10+ years, any insurance companies: ─ US – New York, Delaware , Montana and Ohio; ─ Ireland; ─ UK; ─ Hong Kong; ─ Singapore; and ─ Bermuda. EXOR and its controlling s harehold
Slide 73: Regulators and Rating Agencies Likely to Explore EXOR's Intentions
PartnerRe’s regulators and rating agencies likely will want to explore EXOR’s intentions for PartnerRe particularly given frequent reports on FCA’s search for structural solutions to its ongoing challenges 72 Source: 2014 EXOR Annual Report. (1) As of December 31, 2014. 100% 100% 100% EXOR S.A. (Lux
Slide 74: Increased U.S. Regulation of Acquisitions of Insurers by Financial Buyers
73 73 Increased U.S. Regulation of Acquisitions of Insurers by Financial Buyers may Delay the Closing of EXOR Offer and Adversely Impact the Ability of EXOR to Complete the Transaction U.S. regulators are focused on analyzing, exposing and reducing risks associated with financial and family - cont
Slide 75: Regulatory Approval Commitments in EXOR's Merger Agreement
74 74 Not all filing parties are obligated to file under EXOR’s merger agreement. (1) ─ “Reasonable best efforts” commitments by subsidiaries to obtain regulatory approvals are meaningless as they have no control over the parent and its controlling shareholders that need to obtain those approvals.
Slide 76: EXOR Transaction Timing Unknowable; AXIS MOE On Track for Q3 Closing
75 EXOR Transaction Timing is Unknowable; AXIS MOE Remains on Track for Q3 Closing Entering into merger agreement with EXOR unknown duration At least 6 months (Best case estimate + full cooperation) Partner Re shareholder meeting (July 24) Regulatory approval period The AXIS transaction is expecte
Slide 77: PartnerRe Board Engagement with EXOR under AXIS Waivers
After EXOR announced its original $130.00 per share proposal, PartnerRe’s board authorized engagement with EXOR pursuant to a waiver from AXIS. ─ Even though the price and terms of the EXOR proposal were unacceptable, the board authorized engagement in good faith to seek improvements to the EXOR p
Slide 78: Appendix C. Preferred Shares Supporting Materials
Appendix C. Preferred Shares Supporting Materials
Slide 79: Merger Will Improve Coverage Ratios
78 For Year Ended 12/31/2014 MergeCo ($ in millions) Standalone As Reported + Synergies + New Growth Opportunities Interest Expense and Financing Costs $49 $91 $91 $91 Preferred Dividends 57 97 97 97 Interest Expense + Preferred Dividends 106 188 188 188 Pre-tax Income (Excluding Net Unrealized Inve
Slide 80: Ratings and Capitalization: PRE Standalone, MergeCo and EXOR
79 PRE Standalone MergeCo EXOR Long-Term Rating (S&P) A- (Stable Outlook) Anticipate A- BBB+ (Negative Outlook) Preferred Rating (S&P) BBB Anticipate BBB ? Financial Strength Rating (AM Best / S&P) A+ / A+ Anticipate A+ / A+ ? Pro Forma Senior Debt $0.8bn $1.9bn $0.8bn Existing PRE Debt 1.8bn Existi
Slide 81: Additional Information and Where to Find It
80 80 This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between PartnerRe Ltd. (“PartnerRe”) and AXIS Capital Holdings L
Slide 82: Forward-Looking Statements
81 81 Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS are “forward - looking” sta tements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “illustrative,” “intend,” “estimate,” “probable,” “project,” “fo rec asts,” “predict,” “outlo
Axis Capital Holdings — Merger or Acquisition (June 2015) on 6ix