PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED [MAY ●], 2015

 

 

SPECIAL GENERAL MEETING OF SHAREHOLDERS
OF
PARTNERRE LTD.
TO BE HELD ON [•]
___________________


PROXY STATEMENT
OF
EXOR S.p.A.
___________________

This Proxy Statement and the enclosed GOLD proxy card are first being mailed to PartnerRe on or about [●].

Pursuant to this Proxy Statement, EXOR is soliciting proxies from holders of Common Shares of PartnerRe, par value $1.00 per share (the “Common Shares”), 6.50% Series D Cumulative Preferred Shares, par value $1.00 per share (the “Series D Preferred Shares”), 7.25% Series E Cumulative Preferred Shares, par value $1.00 per share (the “Series E Preferred Shares”), and 5.875% Series F Non-Cumulative Preferred Shares, par value $1.00 per share (the “Series F Preferred Shares”, and together with the Series D Preferred Shares and Series E Preferred Shares, the “Preferred Shares”), to vote “AGAINST” the proposal to adopt the Agreement and Plan of Amalgamation, dated as of January 25, 2015, as amended from time to time (the “AXIS Amalgamation Agreement”), between AXIS and PartnerRe, pursuant to which PartnerRe will amalgamate with AXIS, with the amalgamated company continuing as a Bermuda exempted company (the “Amalgamated Company”).

The specific proposals we are soliciting proxies to vote “AGAINST” are (i) the proposal to adopt the AXIS Amalgamation Agreement (the “AXIS Proposal”), (ii) the proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to PartnerRe’s named executive officers in connection with the Proposed AXIS Amalgamation (the “Payout Proposal”), and (iii) the proposal for adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, if there are insufficient votes to approve the AXIS Proposal at the Special Meeting (the “Adjournment Proposal” and together with the AXIS Proposal and the Payout Proposal, the “Special Meeting Proposals”), each as described in the proxy statement/prospectus (the “PartnerRe/AXIS Proxy Statement/Prospectus”) contained in the Registration Statement on Form S-4 filed by PartnerRe with the United States Securities and Exchange Commission (the “SEC”) on [●], 2015.

Holders of Common Shares are entitled to vote on the AXIS Proposal, the Payout Proposal and the Adjournment Proposal. Holders of Preferred Shares are only entitled to vote on the AXIS Proposal and the Adjournment Proposal.

 

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Okapi Partners LLC is assisting EXOR with its efforts to solicit proxies. If you have any questions concerning this Proxy Statement or would like additional copies, please contact:

 

 

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TABLE OF CONTENTS

REASONS TO VOTE “AGAINST” THE PARTNERRE SPECIAL MEETING PROPOSALS	1
BACKGROUND OF THIS SOLICITATION	5
CERTAIN INFORMATION REGARDING THE PROPOSED AMALGAMATION	17
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS SOLICITATION OF PROXIES	17
OTHER PROPOSALS	17
VOTING PROCEDURES	17
APPRAISAL RIGHTS	19
SOLICITATION OF PROXIES	19
FORWARD-LOOKING STATEMENTS	20
OTHER INFORMATION	20
SCHEDULE I	22
SCHEDULE II	23

 

 

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REASONS TO VOTE “AGAINST” THE PARTNERRE SPECIAL MEETING PROPOSALS

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The EXOR Proposal on April 14, 2015 proved that a meaningful premium would have been (and the EXOR Binding Offer proves that it still is) available for the Company’s common shareholders had the PartnerRe Board run a bona fide process. If the PartnerRe Board had been a faithful champion of the PartnerRe shareholders, they would have quickly determined, at a minimum, that the EXOR Proposal ($130) was reasonably likely to be superior to the AXIS Proposal ($112.53, as described in the EXOR Proposal on April 14, 2015 and copied in the BACKGROUND OF THE SOLICITATION below) and set about giving EXOR confidential access to confirmatory diligence materials that were already provided to AXIS. It is important for shareholders to understand that the step necessary to grant due diligence to EXOR – the determination that EXOR’s proposal was reasonably likely to be superior – would not have triggered termination rights or breakup fees under the AXIS Amalgamation Agreement.

Instead, the PartnerRe Board embarked upon another flawed process designed to protect the AXIS Amalgamation Agreement at all costs and to stall and provide roadblocks to the superior proposal offered by EXOR. Using a highly unusual “waiver” that deviated from the topping procedures established by the AXIS Amalgamation Agreement, PartnerRe obtained permission from AXIS to engage in one-sided discussions with EXOR in which PartnerRe and its advisors could in essence answer no questions. Rather than having to determine if the EXOR Proposal was “reasonably likely to be superior,” the waiver permitted PartnerRe to ask for information from EXOR, without giving EXOR any information about PartnerRe. That AXIS would agree to such a waiver speaks loudly as to who benefitted from its design.

On May 4, 2015, the PartnerRe Board rejected the EXOR Proposal on grounds that the $130 cash price was inferior to a revised AXIS Proposal announced with the news of the rejection. When the PartnerRe Board announced its rejection, PartnerRe and its executives mischaracterized the process with EXOR. In its press release, PartnerRe unequivocally indicated that “EXOR stated that $130 per share was its best and final offer.” Later that day on an investor conference call, the interim Chief Executive Officer of PartnerRe said “they made it quite clear that should they proceed with due diligence, they would, under no circumstances, raise their offer.” As described below in BACKGROUND OF THE SOLICITATION, at no time did PartnerRe or its advisors ask for or receive EXOR’s best and final offer. Incontrovertible evidence of that is, of course, the EXOR Binding Offer itself.

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1

As reflected in the PartnerRe/AXIS Proxy Statement/Prospectus, Mr. Zwiener’s total compensation as interim CEO includes the following: (i) annual base salary of $1,000,000; (ii) $1,500,000 of restricted share units (which will vest and settle on the separation date); (iii) $3,500,000 cash service bonus, payable on the closing date of the AXIS transaction; and (iv) discretionary cash bonus based on the PartnerRe Board’s assessment of Mr. Zwiener’s execution of the AXIS transaction.  In addition, upon signing of the AXIS Amalgamation Agreement, Messrs. Montupet and Mendoza each received a payment of $100,000 plus $100,000 of restricted share units that will vest upon closing of the transaction or termination of the AXIS Amalgamation Agreement.

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If the Proposed AXIS Amalgamation is rejected, the PartnerRe Board can correct a flawed process and accept the EXOR Binding Offer.

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A vote “AGAINST” the AXIS Proposal discourages the PartnerRe Board from continuing to disguise the inferior AXIS takeover as justified as a “merger of equals”.

A vote “AGAINST” will be a clear answer that you reject this approach and that you want the superior EXOR Binding Offer.

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A vote “AGAINST” the AXIS Proposal is a clear message that you believe the EXOR Binding Offer is the superior proposal for all constituents.

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A vote “AGAINST” the AXIS Proposal is a prerequisite to receive $137.50 per share for your Common Shares in the EXOR Binding Offer.

The AXIS Amalgamation Agreement must be terminated prior to PartnerRe’s acceptance of the EXOR Binding Offer. EXOR is not interested in acquiring the Amalgamated Company.

If a majority of the votes cast on the AXIS Proposal are cast “AGAINST” the AXIS Proposal, PartnerRe will be permitted to terminate the AXIS Amalgamation Agreement and accept the EXOR Binding Offer. EXOR has provided a clear path to execution of a definitive agreement by providing PartnerRe with signatures to the Merger Agreement and making clear it is not an offer that is subject to due diligence or other conditions within EXOR’s control. The PartnerRe Board will be able to accept the EXOR Binding Offer if shareholders vote down the AXIS Proposal.

 

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According to the PartnerRe/AXIS Proxy Statement/Prospectus, because the vote on the Payout Proposal is advisory only, it will not be binding on PartnerRe or the PartnerRe Board. Accordingly, because PartnerRe is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the Proposed AXIS Amalgamation is consummated and regardless of the outcome of the vote on the Payout Proposal.

IF YOUR SHARES ARE HELD IN “STREET-NAME,” DELIVER THE ENCLOSED GOLD VOTING INSTRUCTION FORM TO YOUR BROKER OR BANK OR CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO VOTE ON YOUR BEHALF AND TO ENSURE THAT A GOLD PROXY CARD IS SUBMITTED ON YOUR BEHALF. IF YOUR BROKER OR BANK OR CONTACT PERSON RESPONSIBLE FOR YOUR ACCOUNT PROVIDES FOR VOTING INSTRUCTIONS TO BE DELIVERED TO THEM BY INTERNET OR TELEPHONE, INSTRUCTIONS WILL BE INCLUDED ON THE ENCLOSED GOLD VOTING INSTRUCTION FORM.

WE URGE YOU TO SEND THE PARTNERRE BOARD A CLEAR MESSAGE THAT PARTNERRE SHAREHOLDERS DO NOT WANT THE PROPOSED AXIS AMALGAMATION TO BE COMPLETED. VOTE “AGAINST” THE AXIS PROPOSAL, THE PAYOUT PROPOSAL AND THE ADJOURNMENT PROPOSAL TODAY.

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BACKGROUND OF THIS SOLICITATION

As part of the evaluation of its businesses and plans, EXOR regularly considers a variety of strategic options and transactions. In the course of this ongoing evaluation process, and based on its prior experience, EXOR has developed the view that there is significant long-term potential in the reinsurance sector. Over the past few years, EXOR has been searching for a suitable investment opportunity within the reinsurance industry.

EXOR’s familiarity with PartnerRe dates back to 1993, when EXOR served as one of the founding investors in PartnerRe. Since that time, EXOR has continued to be impressed with PartnerRe’s deep underwriting expertise, significant financial strength, scale and diversification.

On January 25, 2015, PartnerRe issued a press release announcing that it had entered into an amalgamation agreement with AXIS. The PartnerRe/AXIS Proxy Statement/Prospectus provides a summary of the events leading to PartnerRe and AXIS entering into the amalgamation agreement. The closing price of PartnerRe’s Common Shares on January 23, 2015 (the last trading day prior to announcement) was $114.14.

On March 16, 2015, PartnerRe filed the PartnerRe/AXIS Proxy Statement/Prospectus. The PartnerRe/AXIS Proxy Statement/Prospectus included disclosure of the background of the Proposed AXIS Amalgamation, including the following information:

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The Proposed AXIS Amalgamation was initiated by three non-executive members of the PartnerRe Board and negotiated by them without the involvement of PartnerRe’s management;

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The PartnerRe Board did not conduct any meaningful market check for strategic alternatives prior to its approval of the Proposed AXIS Amalgamation;

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The material terms of the Proposed AXIS Amalgamation, including the relative valuation of PartnerRe, the pricing and the exchange ratio for Common Shares, were negotiated by non-executive members of the PartnerRe Board without input from PartnerRe’s management or its outside financial advisors and without an opportunity for meaningful due diligence on AXIS or the integration or synergy plans for the Amalgamated Company. The implied value per Common Share under the Proposed AXIS Amalgamation was $107.54, based on the 2.18 exchange ratio in the AXIS Amalgamation Agreement multiplied by the closing price of $49.33 on January 23, 2015 for the AXIS common shares.  This represented a discount of 6% to PartnerRe Common Shares’ closing price of $114.14 on January 23, 2015 and a 0.94x multiple of PartnerRe’s diluted tangible book value per Common Share as of December 31, 2014;

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Shortly before announcement of the transaction, PartnerRe’s non-executive board members advised the Chief Executive Officer of PartnerRe of the Proposed AXIS Amalgamation and his lack of a role in the transaction; and

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The PartnerRe Board announced the Proposed AXIS Amalgamation together with news that the PartnerRe Chief Executive Officer had resigned. One of the non-executive board members who had negotiated the deal was named interim Chief Executive Officer of PartnerRe to serve until closing of the Proposed AXIS Amalgamation, with an attractive financial package if the deal with AXIS closes.

From January 26, 2015 to April 13, 2015, the PartnerRe implied per share value under the AXIS Amalgamation Agreement traded in a range between $109.61 per share and $115.10 per share. EXOR concluded that this trading range highlighted market and shareholder skepticism as to the strategic rationale of the Proposed AXIS Amalgamation.

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On April 14, 2015, Mr. John Elkann placed a telephone call to Mr. Jean-Paul Montupet, Chairman of the Board of PartnerRe, to inform him that EXOR was interested in acquiring PartnerRe. Immediately following such call, Mr. Elkann sent Mr. Montupet the following letter:

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C.

Key Terms of the Proposal

We are pleased to outline the details of our proposal to acquire PartnerRe below:

1.

Purchase Price:  We propose to acquire 100% of the common shares of PartnerRe for $130.00 per share in cash, representing a total equity value of $6.4 billion based on an estimated 49.1 million fully-diluted shares outstanding.

2.

Valuation: Our proposal delivers an immediate, premium valuation to PartnerRe’s shareholders, representing:

o

16% premium to the implied per share value for PartnerRe, under the AXIS Agreement, of $112.53 (based on the average of AXIS’ closing prices for the ten days ending on April 13, 2015)

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1.13x PartnerRe’s fully-diluted tangible book value per share as of December 31, 2014

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14.1x 2016 consensus earnings estimates for PartnerRe

3.

Financing Certainty: Our all-cash proposal is fully financed. The acquisition will be funded through cash on hand as well as a committed, investment-grade bridge facility and term loan to EXOR from Citibank, N.A., London Branch and Morgan Stanley Bank International Limited for up to $4.75 billion. No capital increase by EXOR is required. EXOR’s longer-term capital structure, following the completion of the transaction with PartnerRe, will remain consistent with its current investment-grade ratings. Furthermore, as EXOR will be funding the acquisition, there will be no impact on the existing financial strength or capital structure of PartnerRe. Please feel free to contact our financial advisors (details below) if you should have any questions with respect to transaction financing.

4.

Amalgamation Agreement:  We are attaching a copy of the proposed amalgamation agreement that we would be willing to enter into with PartnerRe, which is substantially similar to the AXIS Agreement, except for changes dictated by the fact that the transaction is for cash and not shares (the “EXOR Agreement”).

5.

Due Diligence: We would seek to complete limited confirmatory due diligence and are prepared to commence this immediately. Based on the materials you have previously prepared in your discussions with AXIS, our advisors should be able to efficiently and effectively complete a swift due diligence process.

6.

Approvals and Timing: Our proposal has been unanimously approved by the EXOR board of directors and requires no approval by our shareholders. It is subject only to the completion of the aforementioned confirmatory due diligence review and execution of mutually acceptable definitive agreements, conditioned upon termination of your agreement with AXIS. We foresee a normal course regulatory review process, similar to your process with AXIS. We are highly confident in our ability to consummate a transaction quickly and anticipate it would close in 2015.

7.

Management and Employees: We have great respect for PartnerRe and the accomplishments of your management team and employees, and we are excited by the prospects of jointly building the franchise on your strong foundation. We envision that PartnerRe’s current senior management team will remain in place and continue to hold important roles in the business following our proposed transaction. Under EXOR’s ownership, we would empower the current PartnerRe management team to continue to operate the business with autonomy, guided by our entrepreneurial mindset and long-term vision for the franchise.

8.

Advisors: We have engaged BDT & Company, LLC and Morgan Stanley & Co. LLC as our financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York and Cox Hallett Wilkinson Limited in Bermuda as our legal advisors. They are prepared to begin work immediately to assist us in completing our confirmatory due diligence review and to finalize an agreed transaction promptly.

D.

Superior Proposal

Our all-cash proposal provides superior value and greater certainty for PartnerRe’s shareholders compared to the AXIS Agreement. We are placing no financing risk on your shareholders. Our purchase price of $130.00 per share is clearly more favorable, from a financial point of view, for PartnerRe’s shareholders than the value of 2.18 shares of the combined AXIS /PartnerRe entity for which each PartnerRe share would be exchanged under the AXIS Agreement. The implied per share value for PartnerRe, under the AXIS Agreement, would only be $1 12.53 (based on the average of AXIS’ closing prices for the ten days ending on April 13, 2015). Even at AXIS’ all-time high share price of $53.02, the implied per share value for PartnerRe would only be $115.58, substantially below our all-cash offer price of $130.00.

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E.

Next Steps

We want to emphasize to you the seriousness of this proposal and our commitment to completing a transaction with you. We are prepared to engage immediately: our financing is fully in place, our advisors stand ready to commence work, our confirmatory due diligence will be brief and limited, and the EXOR Agreement is substantially similar to the AXIS Agreement.

 

Please note that this letter is not meant to, and does not, create or constitute any legally binding obligation, liability or commitment by us concerning a proposed transaction, and, other than any confidentiality agreement we may enter into with you, there will be no legally binding agreement between us regarding the proposed transaction unless and until we finalize the terms and enter into the EXOR Agreement.

 

We are pleased to be able to offer this Superior Proposal to your company, which we believe will benefit your shareholders and your employees. We are confident that our proposal presents a compelling opportunity for both our companies and look forward to your response. We would appreciate your response by Monday, April 20, 2015.

 

If you have any questions or would like to clarify any aspect of our proposal, please do not hesitate to call Dan Jester of BDT & Company, LLC at (312) 660-7300, Eric Bischof of Morgan Stanley & Co. LLC at (212) 761-4000, or Toby Myerson of Pau1, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3000.

 

	Sincerely,
	/s/ John Elkann
	John Elkann
	Chairman and Chief Executive Officer
	EXOR S.p.A.

 

 

 

 

 

 

 

On April 15, 2015, EXOR held a conference call for investors and analysts during which Mr. Elkann discussed the EXOR Proposal and answered questions from investors and analysts about the EXOR Proposal.

On April 18, 2015, Mr. Montupet sent an email to Mr. Elkann informing him that EXOR’s proposed price and terms were not a basis on which PartnerRe would be willing to proceed, but that the PartnerRe Board had authorized Mr. Montupet to meet with Mr. Elkann to explore EXOR’s interest in PartnerRe further. Mr. Montupet also informed Mr. Elkann that PartnerRe had obtained a limited waiver from AXIS through Friday April 24, 2015, to allow PartnerRe to engage in exploratory discussions with EXOR. Mr. Montupet proposed that he and Mr. Elkann meet on April 19, 2015.

Following receipt of Mr. Montupet’s April 18, 2015 email, Mr. Elkann and Mr. Montupet had a brief discussion regarding EXOR’s offer. Mr. Montupet requested an in-person meeting to discuss a potential transaction further. Mr. Elkann indicated that if the PartnerRe Board did not view the price in the EXOR Proposal as superior, his preference would be for PartnerRe’s Board to announce that conclusion publicly to the markets. Nevertheless, Mr. Montupet pressed for a meeting and indicated there were also non-price concerns to evaluate. They agreed to meet and to have advisory teams engage as well.

On April 21, 2015, EXOR’s and PartnerRe’s financial and legal advisors held an in-person meeting to discuss the terms of the EXOR Proposal further, including the financing commitments that EXOR had obtained and the anticipated process for obtaining regulatory approvals. During that meeting EXOR’s advisors were informed that PartnerRe obtained a limited waiver from AXIS, permitting PartnerRe to discuss the terms of the EXOR Proposal with EXOR and its advisors, but restricting PartnerRe from sharing any non-public information with EXOR.

 

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Over the course of the next several days, PartnerRe, EXOR and their respective advisors had multiple phone calls and correspondence to respond to clarifying requests of PartnerRe’s advisors regarding the EXOR Proposal. In addition, the parties’ legal advisors confirmed plans for a meeting on Sunday April 26, 2015, in New York between Messrs. Montupet and Elkann to discuss the EXOR Proposal. PartnerRe’s legal advisors also confirmed during this week that AXIS had extended the waiver to allow for discussions to continue through Sunday April 26, 2015, but they refused to indicate precisely when the waiver expired. PartnerRe’s legal advisors clarified that the waiver not only permitted PartnerRe and its advisors to ask questions, but also permitted them to negotiate the terms of the EXOR Proposal.

After EXOR fully satisfied all of PartnerRe’s initial requests, as acknowledged by PartnerRe’s legal advisors, PartnerRe continued to refuse to permit EXOR to engage in confirmatory due diligence, stating instead interest in negotiating the terms of the transaction before granting EXOR access to any diligence materials.

PartnerRe’s legal advisors also conveyed PartnerRe’s desire for better terms than were contained in the AXIS Amalgamation Agreement, including the following: (i) removing a closing condition relating to A.M. Best ratings; (ii) adding covenants to apply post-closing relating to compensation and benefits for employees, since PartnerRe did not receive these from AXIS, given the “redundancies” PartnerRe’s legal advisors said were planned as part of the Proposed AXIS Amalgamation; and (iii) adding a financing covenant to provide comfort that EXOR does not jeopardize its own Financing Commitments. All of these improvements are reflected in the signed Merger Agreement provided to PartnerRe with the EXOR Binding Offer.

The legal advisors of PartnerRe made other requests for contractual terms that were better than the terms offered by AXIS, including: (i) a dollar-for-dollar escrow of the proceeds of any asset sales by EXOR before reducing the financing commitments from banks; (ii) an upfront cash escrow of the funds needed at closing, other than the funds to be borrowed from banks; (iii) improving the regulatory covenants applicable to the parties in the AXIS Amalgamation Agreement; and (iv) reductions in the level of break-up fees and other deal protections, since PartnerRe legal advisors characterized the level of deal protections in the AXIS Amalgamation Agreement that PartnerRe had agreed to as “aggressive.”

As the requests continued to escalate, EXOR and its advisors believed the additional requests for these enhanced terms from PartnerRe had gone far beyond clarifications and were not going to lead to a bona fide process. EXOR’s legal advisors conveyed that they fully understood all of the requested improvements over the Proposed AXIS Amalgamation and that they were confident the parties could negotiate a form of definitive agreement that was superior in both price and contract terms to the AXIS Proposal. EXOR’s legal advisors reiterated the request for minimal confirmatory due diligence prior to negotiation of further changes to EXOR’s proposed acquisition agreement. This request was refused.

On April 26, 2015, Mr. Montupet and Mr. Elkann met in person to discuss EXOR’s Proposal further. During that meeting, Mr. Montupet conveyed dissatisfaction with the EXOR Proposal based on price and execution certainty. When Mr. Elkann asked Mr. Montupet if AXIS was improving its bid for PartnerRe, Mr. Montupet explained that it was up to PartnerRe, not AXIS, to improve the deal, as it was PartnerRe that brought the deal to AXIS in the first place. Mr. Elkann reiterated EXOR’s commitment to acquiring PartnerRe, his belief that the EXOR Proposal was superior to the Proposed AXIS Amalgamation and that, while the regulatory clearance would naturally take more time than AXIS given that the AXIS transaction had a head start, he said regulatory approvals should not be properly viewed as a realistic cause for concern. Mr. Elkann discussed EXOR’s financial strength and financing commitments and assured Mr. Montupet there was no financing risk for the PartnerRe shareholders in the EXOR Proposal. Mr. Elkann also stressed that if the PartnerRe Board could permit EXOR to engage in confirmatory due diligence, any remaining concerns they have could be dealt with in the definitive documents and he was confident once the parties began working together in good faith they would be able to reach agreement swiftly. Mr. Elkann expressed concern that PartnerRe was not actually interested in developing EXOR’s superior proposal for PartnerRe and its shareholders and he stressed how much better the EXOR Proposal was for shareholders as to value and certainty and for employees as to continued job security as compared to the acquisition by AXIS. Mr. Montupet assured Mr. Elkann that he was acting in good faith but said that the cash price being offered was just “not there.” During this meeting, Mr. Montupet asked Mr. Elkann if EXOR would consider acquiring an ownership stake in the Amalgamated Company of AXIS and PartnerRe and Mr. Elkann said EXOR was not interested in such a transaction. Mr. Elkann stated that the AXIS Amalgamation Agreement must be terminated to maintain EXOR’s interest .

 

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Later that same day, Mr. Elkann sent a letter to Mr. Montupet outlining the significant efforts undertaken by EXOR since the announcement of the EXOR Proposal. The April 26, 2015 text of that letter is as follows:

Mr. Jean-Paul Montupet
Chairman of the Board
PartnerRe Ltd.
90 Pitts Bay Road
Pembroke HM 08
Bermuda

Dear Mr. Montupet,

I enjoyed meeting you earlier today. My impression is that our meeting was constructive and I remain hopeful that we can find common ground to reach an agreement that implements EXOR’s proposal, which is clearly superior to your proposed transaction with AXIS.

As set out below, we have made, in good faith, considerable efforts over the past week to deal with all reasonable requests relating to our proposal. However, those requests keep coming and we are now being asked to improve our contract terms significantly over the terms of your deal with AXIS, before we are allowed to perform due diligence. This is, of course, highly unusual and inappropriate under the circumstances.

Given the superior value of EXOR’s all-cash, $130 per share proposal, the terms of our draft transaction agreement and the supplemental information we have provided, it should be straightforward for the PartnerRe Board to conclude now that the EXOR Offer is “reasonably likely to be superior” under the terms of your agreement with AXIS, and allow us to proceed with confirmatory due diligence.

I would like to summarize briefly the considerable efforts we have made over the last several days to move forward with our transaction.

Our counsel at Paul, Weiss and our financial advisors from BDT & Company and Morgan Stanley have met in person with your counsel from Davis Polk and your financial advisors from Credit Suisse. There have been numerous follow up calls among our respective legal, financial and insurance regulatory advisors. All of these discussions have been facilitated by a waiver of the “no shop” provision in the PartnerRe/AXIS Amalgamation Agreement, which you referred to in an email to me. Davis Polk advised Paul, Weiss that the waiver allows PartnerRe to request information from us and to negotiate with us, but apparently it does not allow you to permit us to conduct due diligence. I believe it is time to remove that impediment and move forward.

In addition to the personal contacts and meetings, your advisors have requested, and we have provided, on very short notice, the following information (which I left with you today):

1.

A draft Merger Agreement to supersede the draft Amalgamation Agreement we previously provided. Your tax advisors and ours concluded that a merger structure would create greater comfort that the transaction would be tax deferred to the holders of PartnerRe’s preferred shares.

2.

Copies of EXOR’s financing commitment documents from Citi and Morgan Stanley which demonstrate a “certain funds” commitment with no contingencies – and without requirements for any additional capital – to be in effect when the irrevocable offer letter referred to under item 3 below is delivered.

3.

A draft of our contemplated legally binding offer letter, providing assurance that PartnerRe will have an irrevocable commitment from EXOR to sign definitive documents on the terms negotiated between us when the PartnerRe agreement with AXIS is terminated.

4.

A description of EXOR’s plan to operate PartnerRe with its current management team, business model, capital structure and financial strength under EXOR’s long-term ownership. In addition, we have confirmed the following:

 

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i.

No extraordinary dividends would be paid by PartnerRe to EXOR in connection with the transaction.

ii.

EXOR’s plan for PartnerRe to maintain a conservative dividend policy following closing, and further enhance PartnerRe’s financial strength by adopting a capital distribution policy that is more conservative than the policy that has been in place at PartnerRe over the last few years, which will certainly be viewed positively by rating agencies and regulators.

iii.

EXOR’s willingness to support the continued growth of PartnerRe in the future.

5.

Lengthy discussions with EXOR’s insurance regulatory counsel in New York, Ireland, UK, Bermuda, Hong Kong and Singapore – the jurisdictions PartnerRe has asked us about – relating to the timing of, and EXOR’s confidence in, obtaining regulatory approval.

6.

A timetable outlining a clear path to receive the regulatory approvals necessary to close a transaction within four months of signing (i.e., as early as September 2015).

7.

Assurances that following the acquisition, while a majority of the members of the PartnerRe Board will be from EXOR, the Board will also include management and independent directors.

8.

A short list (1 ½ pages) of confirmatory due diligence items that we would like to review, together with a timetable that contemplates completion of due diligence within two weeks following being given access to the information.

9.

A short list of PartnerRe management members that EXOR would expect to meet in a customary management meeting.

10.

Confirmation that our transaction would not be contingent upon identifying a permanent CEO or entering into any employment agreements.

Having provided all this information, you should have a high degree of certainty that our proposed transaction will be completed and close in a timely manner.

EXOR’s proposal is clearly superior to the AXIS agreement because it offers all-cash consideration of $130 per share, a 16.5% premium to the implied per share value of $111.62 for the AXIS transaction based on Friday’s closing price. Further, EXOR’s draft agreement provided to your counsel (while a merger at your request rather than an amalgamation) closely parallels your agreement with AXIS, except for changes necessitated by the fact that the EXOR Offer is for cash consideration and the AXIS transaction is a stock for stock deal. As we discussed, our proposal is also superior for other stakeholders of the company, including management and employees.

Through our counsel, EXOR formally requested PartnerRe to send us a non-disclosure agreement. I reiterate that request now to permit us to conduct confirmatory due diligence. Once we are given access to due diligence, we are willing to negotiate the definitive transaction documents and perform due diligence on a parallel path to reach a mutually satisfactory definitive agreement promptly. We have suggested that, if permitted to do the requested due diligence, we are likely to be in a position to agree to a transaction agreement that is more favorable to PartnerRe than your agreement with AXIS.

I very much hope that you and your Board will take the necessary steps outlined in this letter to expedite the progress of our proposal, which we believe will be received favorably by your shareholders.

On April 28, 2015, Mr. Montupet called Mr. Elkann and communicated that he was going to take the EXOR Proposal to the PartnerRe Board later in the week and said in passing that he was not even going to bother asking Mr. Elkann to increase the price. Mr. Elkann made no response. During this conversation, Mr. Montupet also asked Mr. Elkann if he was willing to consider having current PartnerRe Board members continue on the PartnerRe Board and Mr. Elkann, while confirming that he was open to all options, provided no assurances of continued Board seats for any of the non-executive directors of PartnerRe. In addition, Mr. Montupet asked that Mr. Elkann consider appointing Mr. Zwiener as permanent CEO of PartnerRe if the EXOR Proposal succeeded. Mr. Elkann made no comment. Mr. Montupet indicated that he would not be permitted to communicate further as the waiver from AXIS was expiring that day.

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On the morning of May 4, 2015, Mr. Elkann received a letter from Mr. Montupet rejecting the EXOR Proposal. The text of that letter is as follows:

CONFIDENTIAL

EXOR S.p.A Via Nizza, 250 10126 Torino Italy

May 4, 2015

Attention:   John Elkann, Chairman and Chief Executive Officer

Dear Mr. Elkann:

On behalf of the board of directors of PartnerRe Ltd. (“PartnerRe”), I would like to thank you for EXOR S.p.A’s (“EXOR”) proposal dated April 14, 2015 to acquire 100% of the common shares of PartnerRe for $130 per share (the “Proposal”). We are also very grateful for the opportunity we have had over the past weeks since EXOR made its Proposal to engage extensively with you and your advisors to discuss and explore the Proposal in detail.

Throughout the course of our engagement you have made it absolutely clear that EXOR’s Proposal represents its best and final offer and that there is no possibility of EXOR increasing the value of its Proposal, even as a result of being able to conduct due diligence.

After considering the Proposal with our advisors, our board of directors unanimously believes that EXOR’s Proposal significantly undervalues our company. EXOR’s Proposal implies a negative franchise value and does not:

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fully recognize the strength of our balance sheet to which, as you know, Wall Street analysts attribute significant value; or

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compensate our shareholders for our expected growth in tangible book value per share between December 31, 2014 and closing of a potential transaction with EXOR (which we anticipate to be near or after year-end 2015); this growth expectation is validated by our robust first quarter results.

Simply using the value attributed to our strong reserve position by Wall Street analysts together with anticipated growth in book value per share through closing, EXOR’s price at closing would be at a discount to that value. Further, EXOR’s proposed price would not compensate our shareholders for an acquisition of control for cash of our company’s high quality reinsurance franchise, which possesses true scale, broad diversification, a global footprint, a respected brand, deep underwriting expertise and enduring financial strength, and that you point to as key strengths of PartnerRe.

It is for these reasons that our board of directors has concluded that your Proposal does not provide sufficient value to our shareholders and is not therefore a basis on which we are prepared to proceed.

	Yours sincerely
	/s/ Jean-Paul Montupet
	Jean-Paul Montpuet [sic]
	Chairman of the Board of Directors of PartnerRe Ltd

 

 

 

 

 

 

 

The PartnerRe Board held extensive discussions with EXOR, who announced their unsolicited all cash proposal on April 14, 2015. The discussions with EXOR were facilitated by way of a waiver secured by PartnerRe from AXIS Capital following receipt of the EXOR Proposal, allowing PartnerRe to engage with EXOR to properly and thoroughly evaluate the many aspects of its proposal. The PartnerRe Board noted that throughout the course of negotiations, EXOR maintained its $130 per share proposal, and indicated that due diligence on PartnerRe would be “confirmatory” only and that there would be no price improvement. Despite numerous attempts by the PartnerRe Board to negotiate on price, EXOR stated that $130 per share was its best and only offer. The PartnerRe Board concluded from these negotiations and analysis that the EXOR Proposal does not properly or adequately value PartnerRe, as it does not fully recognize the strength of its balance sheet and the value of its franchise. Further, the PartnerRe Board determined that superior value is created through the enhanced merger terms with AXIS Capital, and the substantial long-term value potential of the combination with AXIS Capital. The PartnerRe Board, in

 

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consultation with its outside legal and financial advisors, therefore unanimously rejected the EXOR Proposal and terminated all discussions and negotiations with EXOR with respect to its proposal. PartnerRe Chairman Jean-Paul Montupet stated, “Over the course of the past three weeks, the Board, as well as our advisors, engaged extensively with EXOR and conducted a very careful and thorough evaluation of the many aspects of their proposal, including price. Throughout these discussions, EXOR made it abundantly clear that it was not willing to adjust its price. The Board concluded that EXOR’s proposal significantly undervalued PartnerRe and that there was no prospect of the offer leading to a superior proposal. Consequently, we determined that further discussion would not be productive and we have rejected their proposal.”

Later on the morning of May 4, 2015, EXOR issued a press release which included, in relevant part, the following:

EXOR (EXO IM), one of Europe’s leading listed investment companies, notes the decision by the Board of Directors of PartnerRe Ltd. (“PartnerRe”; NYSE:PRE) to abandon its prior agreement and accept a revised but still inferior transaction from AXIS Capital Holdings Limited (“AXIS”; NYSE:AXS), in preference to EXOR’s own proposal.

The decision by the PartnerRe Board continues to ignore the superior nature of EXOR’s fully financed, all-cash proposal of $130 per share, which offers a significant premium to PartnerRe’s shareholders. In contrast, AXIS' revised transaction still undervalues PartnerRe and is clearly not in the best interests of PartnerRe, its shareholders, employees and policyholders.

EXOR’s proposal is financially superior, with no financing conditions, can be completed swiftly and will retain and build upon PartnerRe’s highly talented management and employees.

With regard to AXIS’ revised transaction for PartnerRe:

—

The revised terms are a clear admission that the original transaction with AXIS, which was the result of a flawed process, undervalued PartnerRe, as is the case with the revised transaction.

—

The purported value of the proposed $11.50 extraordinary dividend is misleading. Since PartnerRe shareholders would own approximately 52 percent of a combined PartnerRe/AXIS, the incremental value to the PartnerRe shareholders is less than half of the proposed dividend.

—

The proposed extraordinary dividend will reduce PartnerRe’s capital by more than $550 million and significantly weaken PartnerRe’s financial strength at a point when both PartnerRe and AXIS have been placed under review with negative implications by A.M. Best. In contrast, EXOR’s all-cash proposal fully preserves PartnerRe’s financial strength, while delivering full and superior value to PartnerRe shareholders.

—

The PartnerRe transaction with AXIS is the product of a flawed process. No consideration was given by PartnerRe to alternatives when it entered into the original agreement with AXIS, and PartnerRe refused to engage fully with EXOR in response to EXOR’s proposal. After EXOR satisfied clarifying questions from PartnerRe, PartnerRe refused to permit EXOR to conduct due diligence and ceased to engage. The result is another inadequate proposal for PartnerRe.

Notwithstanding the PartnerRe Board’s continued support for a still inferior transaction with AXIS, PartnerRe shareholders will ultimately decide which transaction is superior. EXOR is therefore determined to pursue its transaction on the proposed terms and is fully committed to achieving its rapid completion.

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CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS SOLICITATION OF PROXIES

EXOR is a participant in this solicitation of proxies for the Special Meeting. Certain other individuals identified in Schedule I to this Proxy Statement may also be deemed to be participants in such solicitation. Information concerning EXOR and other persons who may be deemed to be participants in this solicitation of proxies for the Special Meeting is set forth in Schedule I to this Proxy Statement and is incorporated into this Proxy Statement by reference. Information that would be required by Item 403 of Regulation of Regulation S-K is set forth in Schedule II to this Proxy Statement and is incorporated into this Proxy Statement by reference.

OTHER PROPOSALS

VOTING PROCEDURES

The Special Meeting will be held on [●], 2015, at [●], located at [●], at [●], local time.

By Mail

If you hold Common Shares or Preferred Shares in “street name,” meaning through a broker, bank, nominee or other holder of record, to vote by mail, you will need to sign, date and mark the voting instruction form provided by your broker, bank, nominee or other holder of record with these materials and return it in the postage-paid return envelope provided. Your broker, bank, nominee or other holder of record must receive your voting instruction form in sufficient time to vote your shares.

In Person

However, if you hold Common Shares or Preferred Shares in “street name,” meaning through a broker, bank, nominee or other holder of record, you must obtain a legal proxy from that institution. To request a legal proxy, please contact your broker, bank, nominee or other holder of record.

 

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If you submit a proxy to us by signing and returning the enclosed GOLD proxy card, do not sign or return any proxy card or follow any voting instructions provided by PartnerRe unless you intend to change your vote, because only your latest-dated proxy will be counted.

If you have already sent a proxy card to PartnerRe and voted in favor of the AXIS Proposal, the Payout Proposal or the Adjournment Proposal you may revoke it and vote against the AXIS Proposal, the Payout Proposal and the Adjournment Proposal simply by signing, dating and returning the enclosed GOLD proxy card.

You may change or revoke your proxy at any time prior to the vote on the matters at the Special Meeting. If you are a record holder of Shares, you may revoke your proxy by (1) sending a signed notice stating that you revoke your proxy to (x) the General Counsel of PartnerRe, at PartnerRe’s offices at Wellesley House, 90 Pitts Bay Road, Pembroke Bermuda, HM 08, Attention:  General Counsel or (y) Okapi Partners LLC, 437 Madison Avenue, 28th Floor, New York, NY 10022, in each case, that bears a date later than the date of the proxy you want to revoke and is received prior to the Special Meeting, (2) submitting another valid proxy card with a later date, including by signing, dating and returning the enclosed GOLD proxy card, or (3) attending the Special Meeting (or, if the Special Meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not revoke any proxy previously given. If your Common Shares or Preferred Shares are held in street name, you must contact the record holder of such shares in order to revoke your proxy.

If you choose to revoke a proxy by delivering a written revocation or a later-dated proxy to PartnerRe or by submitting new voting instructions to the record holder of your Common Shares or Preferred Shares, we would appreciate if you would assist us in representing the interests of shareholders on an informed basis by sending a copy of your revocation, proxy or new voting instructions to Okapi Partners LLC, 437 Madison Avenue, 28th Floor, New York, NY 10022 or by calling Okapi Partners LLC Incorporated toll-free at (877) 796-5274 (banks and brokers may call collect at (212) 297-0720). Please remember, your latest-dated proxy is the only one that counts.

Whether you plan to attend the Special Meeting or not, we urge you to submit the enclosed GOLD proxy card. Returning the enclosed GOLD proxy card will not affect your right to attend the Special Meeting and vote.

Only record holders of Common Shares and Preferred Shares at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. No other shares of PartnerRe capital stock are entitled to notice of and to vote at the Special Meeting. At the close of business on the Record Date, PartnerRe had outstanding and entitled to vote [●] Common Shares and [●] Preferred Shares.

Even if you sell your Common Shares or Preferred Shares after the Record Date, you will retain the right to execute a proxy in connection with the Special Meeting. It is important that you grant a proxy regarding Common Shares or Preferred Shares you held on the Record Date, or vote those shares in person, even if you no longer own those shares.

Holders of Common Shares and Preferred Shares have one vote per share on each matter the holder of such shares is entitled to act upon at the Special Meeting.

If PartnerRe shareholders holding Common Shares or Preferred Shares in street name do not provide voting instructions, their shares will not be voted.

 

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Unless a proxy specifies otherwise, it will be presumed to relate to all shares held of record on the Record Date by the person who submitted it.

Under PartnerRe’s bye-laws, shareholders entitled to vote at the Special Meeting and present in person or by proxy representing not less than 25% of the Common Shares and Preferred Shares, shall be a quorum for all purposes. Shares of PartnerRe held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank, nominee or other holder of record will not be deemed present at the Special Meeting for the purpose of determining the presence of a quorum. If you hold your shares through a bank, broker, custodian or other record holder, please refer to your proxy card, voting instruction form, or the information forwarded by your bank, broker, custodian or other record holder to determine how and when to vote your shares. Unless you direct your bank, broker, custodian or other record holder on how to vote by the time and date specified by them, they will be unable to vote your shares.

The holders of Preferred Shares will be entitled to vote on only the AXIS Proposal and the Adjournment Proposal, whereas the holders of Common Shares will be entitled to vote on all of the Special Meeting Proposals. Each PartnerRe share, including the Preferred Shares, carries the right to vote on the Amalgamation Proposal and, the affirmative votes of a majority of votes cast at the Special Meeting at which a quorum under PartnerRe’s bye-laws is present, will be required to approve and adopt the Amalgamation Proposal. The affirmative vote of a majority of votes cast at the Special Meeting at which a quorum under PartnerRe bye-laws is present is required to approve each other matter to be considered, including any Adjournment Proposal. Each PartnerRe share, including the Preferred Shares, will carry the right to vote on the Adjournment Proposal.

Abstentions and “broker non-votes” will be counted toward the presence of a quorum at the Special Meeting, but will not be considered votes cast on any proposal brought before such Special Meeting. Because the vote required to approve the proposals to be voted upon at the Special Meeting is the affirmative vote of the specified required percentage of the votes cast assuming a quorum is present, an abstention or a “broker non-vote” with respect to any proposal to be voted on at the Special Meeting will not have the effect of a vote for or against the relevant proposal, but will reduce the number of votes cast and therefore increase the relative influence of those shareholders voting. It is not anticipated that there will be any “broker non-votes” as all proposals are non-routine in nature.

If you have any questions about giving your proxy or about our solicitation, or if you require assistance, please call Okapi Partners LLC at toll-free at (877) 796-5274 (banks and brokers may call collect at (212) 297-0720).

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on [●].

APPRAISAL RIGHTS

PartnerRe shareholders are entitled to appraisal rights in connection with the Proposed AXIS Amalgamation. The procedures to be followed in order to perfect appraisal rights in connection with the Proposed AXIS Amalgamation are set forth in the PartnerRe/AXIS Proxy Statement/Prospectus.

SOLICITATION OF PROXIES

Proxies will be solicited by mail, telephone, facsimile, telegraph, the internet, e-mail, newspapers and other publications of general distribution and in person. Directors, officers and certain employees of members of EXOR may assist in the solicitation of proxies without any additional remuneration.

 

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EXOR has retained Okapi Partners LLC (“Okapi”) for solicitation and advisory services in connection with solicitations relating to the Special Meeting, for which Okapi is to receive a fee of $200,000, plus an additional fee to be mutually agreed upon by EXOR and Okapi in connection with the solicitation of proxies for the Special Meeting. Up to 36 people may be employed by Okapi in connection with the solicitation of proxies for the Special Meeting. EXOR has also agreed to reimburse Okapi for out-of-pocket expenses and to indemnify Okapi against certain liabilities and expenses, including reasonable legal fees and related charges. Okapi will solicit proxies for the Special Meeting from individuals, brokers, banks, bank nominees and other institutional holders.

EXOR may reimburse banks, brokers, custodians or other record holders for their reasonable out-of-pocket expenses incurred in connection with forwarding, at EXOR’s request, all materials related to this solicitation of proxies to the beneficial owners of Common Shares and Preferred Shares they hold of record.

The entire expense of soliciting proxies for the Special Meeting by or on behalf of EXOR is being borne by EXOR.

If you have any questions concerning this Proxy Statement or the procedures to be followed to execute and deliver a proxy, please contact Okapi at the address or phone number specified above.  

FORWARD-LOOKING STATEMENTS

Certain statements and information contained in this Proxy Statement that are not statements or information of historical fact constitute forward-looking statements, notwithstanding that such statements are not specifically identified as such. These statements may include terminology such as “may”, “will ”, “expect”, “could”, “should”, “intend”, “commit”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, “intend”, or similar terminology, including by way of example and without limitation plans, intentions and expectations regarding the proposal to acquire PartnerRe, EXOR’s ability to receive regulatory approval, the financing of a potential transaction, and the anticipated results, benefits, synergies, earnings accretion, costs, timing and other expectations of the benefits of a potential transaction.

Forward-looking statements are related to future, not past, events and are not guarantees of future performance. These statements are based on current expectations and projections about future events and, by their nature, address matters that are, to different degrees, uncertain and are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future, and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including changes in general economic, financial and market conditions and other changes in business conditions, changes in commodity prices, the level of demand and financial performance of the major industries our portfolio companies serve, changes in regulations and institutional framework (in each case, in Italy or abroad), and many other factors, most of which are outside of the control of EXOR. EXOR expressly disclaims and does not assume any liability in connection with any inaccuracies in any of these forward-looking statements or in connection with any use by any party of such forward-looking statements. Any forward-looking statements contained in this Proxy Statement speaks only as of the date of this Proxy Statement. EXOR undertakes no obligation to update or revise its outlook or forward-looking statements, whether as a result of new developments or otherwise.

OTHER INFORMATION

The information concerning PartnerRe and the Proposed AXIS Amalgamation contained herein (including Schedule II) has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although EXOR has no knowledge that would indicate that statements relating to PartnerRe or the Proposed AXIS Amalgamation contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date it has not had access to the full books and records of PartnerRe, was not involved in the preparation of such information and statements and is not in a position to verify any such information or statements.

Pursuant to Rule 14a-5 promulgated under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), reference is made to the PartnerRe/AXIS Proxy Statement/Prospectus for information concerning the AXIS Amalgamation Agreement, the Proposed AXIS Amalgamation, financial information regarding AXIS, PartnerRe and the proposed combined company, the PartnerRe Special Meeting Proposals, the beneficial ownership of Common Shares by the principal holders thereof, certain information about PartnerRe and AXIS, other information concerning PartnerRe’s management, the procedures for submitting proposals for consideration at the next annual meeting of shareholders of PartnerRe and certain other matters regarding PartnerRe and the Special Meeting. EXOR assumes no responsibility for the accuracy or completeness of any such information. PartnerRe files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information filed with the SEC at the SEC’s public reference room:

Public Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549

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If you would like to request documents, in order to ensure timely delivery, you must do so at least five business days before the Special Meeting. This means you must request this information no later than [●], 2015. EXOR will mail properly requested documents to requesting shareholders by first-class mail, or another equally prompt means, within one business day after receipt of such request.

The principal executive offices of PartnerRe are located at Wellesley House, 90 Pitts Bay Road, Pembroke Bermuda, HM 08. You can find additional business and financial information about PartnerRe in reports and documents previously filed with the SEC. Such information is available to you without charge at the SEC’s website at http://www.sec.gov.  

 

 

 

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SCHEDULE I 

CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS SOLICITATION OF PROXIES

EXOR is an investment company, which focuses its business on long-term investments in global companies in diversified sectors, mainly in Europe and the United States. The address of EXOR’s principal business and principal office is Via Nizza, 250, Turin, Italy.

The following directors and officers of EXOR may assist in our solicitation of proxies in connection with the Special meeting:

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SCHEDULE II

The following information is reprinted from the Form S-4 filed with the SEC by PartnerRe and AXIS on March 16, 2015.

SECURITY OWNERSHIP OF PARTNERRE PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information as of March 6, 2015 with respect to the beneficial ownership of issued and outstanding common shares by (i) PartnerRe’s Chief Executive Officer, PartnerRe’s Chief Financial Officer, and each of the three remaining most highly compensated executive officers during the 2014 fiscal year (collectively, Named Executive Officers or NEOs); (ii) each of PartnerRe’s directors; (iii) all of PartnerRe’s executive officers and directors as a group; and (iv) each person known by PartnerRe and AXIS to beneficially own 5% or more of the issued and outstanding PartnerRe common shares. As defined by the SEC, a person is deemed to “beneficially own” shares if such person directly or indirectly (i) has or shares the power to vote or dispose of such shares, regardless of whether such person has any pecuniary interest in the shares; or (ii) has the right to acquire the power to vote or dispose of such shares within 60 days, including through the exercise of any option, warrant, or right. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the statements concerning voting and dispositive power concerning PartnerRe common shares included in the footnotes to this table shall not be construed as confirmation that such persons are the beneficial owners of such common shares.

As of March 6, 2015, the common shares owned by all directors and executive officers as a group (including Costas Miranthis, PartnerRe’s former President and Chief Executive Officer) constitute approximately 2.1% of the issued and outstanding common shares, net of treasury shares. The shares detailed in the table below are not necessarily owned by the entity named but may be owned by accounts over which it exercises discretionary investment authority.

 

* Denotes beneficial ownership of less than 1%

(1)	The information contained in Other Beneficial Owners is based solely on reports on Schedules 13G/A filed with the SEC; PartnerRe has not independently verified the data.

 

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(2)

As of December 31, 2014, based on a report on Schedule 13G filed on February 11, 2015, The Vanguard Group, Inc. beneficially owns and has sole voting power over 45,694 common shares, sole dispositive power over 3,762,002 common shares and shared dispositive power over 41,994 common shares. Vanguard Fiduciary Trust Company a wholly-owned subsidiary of the Vanguard Group, Inc. is the beneficially owner of 28,894 common shares. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 29,900 common shares. The ownership percentage is based on the assumption that The Vanguard Group, Inc. continues to own the number of common shares reflected in the table above as of February 17, 2015.

(3)

As of December 31, 2014, based on a report on Schedule 13G filed on February 10, 2015, AllianceBernstein L.P. beneficially owns and has sole voting power over 3,374,724 common shares, sole dispositive power over 3,768,647 common shares and shared dispositive power over 1,150 common shares. The ownership percentage is based on the assumption that AllianceBernstein L.P. continues to own the number of common shares reflected in the table above as of February 17, 2015.

There are no arrangements, known to PartnerRe, including any pledge by any person of securities of PartnerRe, the operation of which may at a subsequent date result in a change in control of PartnerRe, other than the amalgamation agreement between PartnerRe and AXIS.

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PLEASE VOTE TODAY!

SEE REVERSE

SIDE FOR TWO EASY WAYS TO VOTE.

▼ TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼

 

 

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YOUR VOTE IS VERY IMPORTANT—PLEASE VOTE TODAY.


(continued and to be signed and dated on reverse)

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YOUR VOTE IS IMPORTANT


Please take a moment now to vote your Common Shares of PartnerRe Ltd.
for the upcoming Special Meeting of Shareholders.


PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF TWO WAYS:

▼ TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼

 

 

 

	Date:
	Signature of Shareholder
	Signature of Shareholder (if held jointly)
	Title (if applicable)
	Please sign exactly as your name or names appear hereon. If shares are held jointly, each shareholder should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by authorized person.

PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

 

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PLEASE VOTE TODAY!

SEE REVERSE

SIDE FOR TWO EASY WAYS TO VOTE.

▼ TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼

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YOUR VOTE IS VERY IMPORTANT—PLEASE VOTE TODAY.


(continued and to be signed and dated on reverse)

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YOUR VOTE IS IMPORTANT


Please take a moment now to vote your Preferred Shares of PartnerRe Ltd.
for the upcoming Special Meeting of Shareholders.


PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF TWO WAYS:

▼ TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED ▼

 

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