PartnerRe To Engage EXOR To Discuss Further Improvements In Value And Terms

(RTTNews) - PartnerRe Ltd. (PRE) confirmed Tuesday that it has received a revised acquisition proposal from EXOR S.p.A. (EXOSF.PK), offering a $3.00 per common share special dividend. PartnerRe's Board will seek to engage in negotiations with EXOR, and offer EXOR the opportunity to conduct due diligence, to determine whether the current offer can be improved both in its price and terms with respect to items previously identified.

In response to EXOR's revised offer, its sixth revised proposal, the PartnerRe Board has determined that the latest EXOR proposal would reasonably be likely to result in a "Superior Proposal".

However, the Board continues to believe that the transformative amalgamation with AXIS Capital is superior in value, terms and certainty of closing to the current EXOR proposal. Following its review of EXOR's revised proposal, PartnerRe's Board of Directors reaffirms its recommendation that shareholders vote 'FOR' the agreed amalgamation with AXIS Capital Holdings Limited (AXS).

The transaction with AXIS Capital remains on track to close in the third quarter of 2015.

On Monday, Italian holding company Exor S.p.A. said that it added a special dividend of $3.00 per share to its takeover bid for Bermuda-based reinsurer PartnerRe Ltd., as it seeks to thwart PartnerRe's deal to merge with Axis Capital Holdings Ltd.

Exor, controlled by Italy's Agnelli family, had noted that the additional $3.00 per share of real incremental value to PartnerRe common shareholders "further widens the gap" in value with the Axis transaction. Exor is also PartnerRe's largest shareholder.

The special dividend would be in addition to Exor's confirmed offer of $137.50 per share in cash, thus bringing its total all-cash consideration to $140.50 per share for PartnerRe's common shareholders.