Axis Capital Holdings Limited · NYSE:AXS
Axis Capital — Merger or Acquisition (June 2015)
20 slides from Axis Capital's merger presentation, Jun 22, 2015
Slide 1: Unacceptable Risks Posed by the EXOR Offer
GRAPHIC OMMITTED Unacceptable Risks Posed by the EXOR Offer June 2015
Slide 2: Disclaimer: Participants in Solicitation
DISCLAIMER Participants in Solicitation 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
Slide 3: Summary
Summary The EXOR Offer(1) presents an unacceptable level of risk to PartnerRe and its shareholders relative to both the AXIS transaction and a standalone proposition. [] Shell entities allow EXOR to walk away from the transaction with minimal risk. [] EXOR's ability and desire to close may be signif
Slide 4: EXOR has consistently refused to address the serious flaws in its terms
EXOR has consistently refused to address the serious flaws in its terms [] 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 contr
Slide 5: Walkaway Risks
ai 4 ny LA pas & Walkaway Risks
Slide 6: The parties to EXOR's merger agreement appear to be shell entities
The parties to EXOR's merger agreement appear to be shell entities Only contracting parties against which PartnerRe would have recourse for a walk away EXOR S.p.A. (Italy) Ticker (BIT): EXO 100% EXOR S.A. (Luxembourg) 100% EXOR N.V. (the Netherlands) 100% Pillar Ltd. (Bermuda) Key Investments EXOR g
Slide 7: Negative developments in the protracted period to closing could cause EXOR parties to walk away
Negative developments in the protracted period to closing could cause EXOR parties to walk away from its merger agreement [] 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
Slide 8: EXOR's ability and desire to close may be constrained by cash needs and leverage
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 challenge
Slide 9: Regulatory Risk
ai 4 ny LA pas & Regulatory Risk
Slide 10: PartnerRe faces significant financial exposure if EXOR fails to obtain regulatory approvals
PartnerRe faces significant financial exposure -- and opportunity cost -- if EXOR fails to obtain regulatory approvals [] 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 c
Slide 11: EXOR and its controlling shareholders have no contractual obligations to cooperate in obtaining approvals
EXOR and its controlling shareholders have no contractual obligations to cooperate in obtaining regulatory approvals [] Under U.S. insurance laws, beneficial owners of 10% or more are generally considered "controllers" and are required to obtain regulatory approval in advance. Controllers are also s
Slide 12: EXOR and its controlling shareholders are unknown to key insurance regulators
EXOR and its controlling shareholders are unknown to key insurance regulators [] 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;[] Hon
Slide 13: Regulators and rating agencies likely will want to explore EXOR's intentions for PartnerRe
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 Public debt outstanding 1 * [] 69.3m 2.80% notes due 2031* []102.8m 5.25% notes due 2025* []65
Slide 14: Increased U.S. regulation of acquisitions of insurers by financial buyers may delay closing
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-controlled
Slide 15: EXOR has refused to give an absolute commitment to obtain regulatory approvals
EXOR has refused to give an absolute commitment to obtain regulatory approvals [] 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 par
Slide 16: EXOR transaction timing is unknowable; AXIS MOE remains on track for Q3 closing
EXOR transaction timing is unknowable; AXIS MOE remains on track for Q3 closing unknown duration At least 6 months (Best case estimate + full cooperation) Partner Re shareholder meeting (July 24) Price and terms negotiations Entering into merger agreement with EXOR Regulatory approval period Obtaini
Slide 17: PartnerRe Board Process Protected Shareholders' Interests
PartnerRe Board Process Protected Shareholders' Interests
Slide 18: The PartnerRe board sought to engage with EXOR to improve EXOR's price and terms
The PartnerRe board sought to engage with EXOR to improve EXOR's price and terms [] 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 unacceptabl
Slide 19: Disclaimer: Important Information for Investors and Shareholders
DISCLAIMER Important Information for Investors and Shareholders 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 betwee
Slide 20: Disclaimer: Forward Looking Statements
DISCLAIMER Forward Looking Statements Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS are "forward -looking" statements. The words "anticipate," "believe," "ensure," "expect," "if," "illustrative," "intend," "estimate," "probable," "project," "f
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