Filed
by PartnerRe Ltd
Pursuant
to Rule 425
Under the Securities Act of 1933
Subject Company: PARIS RE Holdings
Ltd
Commission File No.: 021-98562
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News
Release
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PartnerRe
Ltd. To Acquire PARIS RE
PEMBROKE, Bermuda, July 5, 2009 --
PartnerRe (NYSE:PRE) today announced that it has entered into
definitive agreements to acquire PARIS RE (EURONEXT:PRI), a French- listed,
Swiss-based diversified reinsurer. PartnerRe will exchange 0.30 of its common
shares for each PARIS RE common share outstanding in a stock-for-stock
transaction.
This
acquisition is expected to add $1.7 billion in new shareholders’ equity to
PartnerRe. Separately, PARIS RE is expected to distribute $310 million (net of
amount due on existing treasury shares held by PARIS RE) in cash as a return of
capital to its shareholders, leading to a total transaction value of
approximately $2 billion.
Upon
successful completion of the various steps of this transaction, PARIS RE,
together with its operating subsidiaries, will be fully integrated into
PartnerRe’s existing operating structure. PartnerRe President & CEO Patrick
Thiele said, “This is an important acquisition for PartnerRe and provides us the
opportunity to enhance our already successful franchise. The greater market
presence, risk diversification, capital strength and scale that is created will
provide more balance and stability to our Company in the face of uncertain and
volatile financial and reinsurance markets.”
Mr.
Thiele added, “PARIS RE has established itself as a premier European reinsurer
and has a successful track record as a publicly-traded company. This acquisition
strengthens PartnerRe’s balance sheet and financial flexibility and allows us to
leverage our infrastructure and capabilities over a broader base for the benefit
of key stakeholders of both companies: clients, shareholders and employees. Our
history of success in integrating acquired companies and the rigorous analysis
completed gives us confidence that this integration process will be a smooth and
successful one.”
In the
first step of the transaction, PartnerRe, which recently acquired approximately
6% of PARIS RE’s outstanding common shares in a stock-for-stock transaction at
the 0.30 exchange ratio, will acquire an additional 57% of PARIS RE’s
outstanding common shares at the same exchange ratio. The closing of that block
purchase is expected to occur in the fourth quarter of 2009, subject to certain
conditions including approval of certain insurance and competition regulatory
authorities, PartnerRe shareholder approval and PARIS RE shareholder approval to
remove the provisions of its articles of association purporting to require a
cash takeover bid for any acquisition of more than one-third of the voting
rights of PARIS RE. The sellers in the block purchase have agreed to vote in
favor of such removal.
In the
coming weeks, PartnerRe may enter into agreements to purchase additional PARIS
RE shares from certain other shareholders who were shareholders of PARIS RE
prior to its initial
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PartnerRe
Ltd.
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Telephone
+1 441 292 0888
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Wellesley House, 5th Floor
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Fax
+1 441 292 6080
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90
Pitts Bay Road
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www.partnerre.com
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Pembroke,
Bermuda HM 08
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public
offering and their private transferees. Such purchases, which are expected to be
consummated simultaneously with the closing of the block purchase in exchange
for PartnerRe common shares at the same 0.30 exchange ratio, will be disclosed
in filings with the Securities and Exchange Commission and with the Autorité des Marchés
Financiers (the French listing authority).
Immediately
prior to the closing of the block purchase, PARIS RE intends to effect a return
of capital equivalent to $310 million (net of amount due on existing treasury
shares held by PARIS RE), or $3.85 per common share, in cash, to all of its
shareholders.
Following
the closing of the block purchase, PartnerRe intends to commence a voluntary
exchange offer for all remaining PARIS RE common shares at the same 0.30
exchange ratio. The exchange offer would be subject to certain conditions
including the approval of the Autorité des Marchés
Financiers, an independent expert’s report and the listing of
PartnerRe shares
on Euronext Paris. While the terms of the exchange offer will provide PARIS RE
shareholders with only the right to receive PartnerRe shares at the same 0.30
exchange ratio, PartnerRe will seek to provide facilities to enhance
shareholders’ access to liquidity including through the New York Stock Exchange.
Shareholders holding approximately 6% of PARIS RE’s outstanding shares have
agreed to tender into the offer. The exchange offer is expected to close in the
first quarter of 2010.
Once
PartnerRe owns at least 90% of PARIS RE’s outstanding shares, PartnerRe intends
to acquire any remaining shares through a compulsory merger under Swiss law at
the same 0.30 exchange ratio.
Prior to
the closing of the block purchase and the filing of the exchange offer with the
Autorité des Marchés
Financiers, the consideration payable in all stages of the
transaction (including the recent
purchases of 6% of PARIS RE common shares) is subject to adjustment up or down
if the parties’ relative tangible book values diverge significantly. In
addition, the number of PartnerRe shares payable for each PARIS RE share in the
exchange offer and the merger will be appropriately adjusted upwards to account
for any dividends declared on the PartnerRe common shares having a record date
following the closing of the block purchase and prior to the settlement of the
exchange offer.
Greenhill
& Co., LLC and UBS Investment Bank served as financial advisors and Davis
Polk & Wardwell LLP provided legal counsel to PartnerRe.
A slide
package providing additional information, including a pro forma business
overview of the combined company will be posted on PartnerRe’s website in the
Investor Relations section at www.partnerre.com.
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PartnerRe
Ltd.
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Telephone
+1 441 292 0888
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Wellesley House, 5th Floor
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Fax
+1 441 292 6080
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90
Pitts Bay Road
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www.partnerre.com
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Pembroke,
Bermuda HM 08
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News
Release
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PartnerRe
management will conduct a conference call including a question and answer
period, on Monday, July 6, 2009 at 8 a.m. Eastern. Investors and analysts are
encouraged to call in 15 minutes prior to the commencement of the call. The
conference call can be accessed by dialing 888-471-3842 or, from outside the
United States, by dialing 719-325- 2199 (passcode: 9100384). Interested parties
may also listen to the call live over the Internet on the Investor Relations
section of PartnerRe’s web site, www.partnerre.com. To listen to the webcast,
please log onto the broadcast at least five minutes prior to the start. For
those who cannot listen to the live broadcast, a replay will be available on the
Investor Relations section of PartnerRe’s web site, www.partnerre.com,
approximately 2 hours after the end of the live call, through Monday, July 13,
2009 at 11 a.m. Eastern. The replay can be accessed by dialing 888-203-1112 or,
from outside the United States, by dialing 719-457-0820 (passcode:
9100384).
_____________________________________________
PartnerRe
is a leading global reinsurer, providing multi-line reinsurance to insurance
companies. The Company through its wholly owned subsidiaries also offers
alternative risk products that include weather and credit protection to
financial, industrial and service companies. Risks reinsured include property,
casualty, motor, agriculture, aviation/space, catastrophe, credit/surety,
engineering, energy, marine, specialty property, specialty casualty, other
lines, life/annuity and health, and alternative risk products. For the year
ended December 31, 2008, total revenues were $4.0 billion. At March 31, 2009,
total assets were $16.3 billion, total capital was $4.8 billion and total
shareholders’ equity was $4.3 billion.
PartnerRe on the Internet:
www.partnerre.com
This
document includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on PartnerRe’s and PARIS RE’s
assumptions and expectations concerning future events and financial performance,
in each case, as they relate to PartnerRe, PARIS RE or the combined company.
Such statements are subject to significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially
from those reflected in the forward-looking statements. These forward-looking
statements could be affected by numerous foreseeable and unforeseeable events
and developments such as exposure to catastrophe, or other large property and
casualty losses, adequacy of reserves, risks associated with implementing
business strategies and integrating new acquisitions, levels and pricing of new
and renewal business achieved, credit, interest, currency and other risks
associated with PartnerRe’s, PARIS RE’s or the combined company’s investment
portfolio, changes in accounting policies, the risk that a condition to closing
of the proposed transaction may not be satisfied, the risk that a regulatory
approval that may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated, failure to consummate
or delay in consummating the proposed transaction for other reasons, and other
factors identified in PartnerRe’s filings with the United States
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PartnerRe
Ltd.
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Telephone
+1 441 292 0888
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Wellesley House, 5th Floor
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Fax
+1 441 292 6080
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90
Pitts Bay Road
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www.partnerre.com
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Pembroke,
Bermuda HM 08
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News
Release
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Securities
and Exchange Commission and in the documents PARIS RE files with the Autorité
des Marchés Financiers (French securities regulator) and which are also
available in English on PARIS RE’s web site (www.paris-re.com). In light of the
significant uncertainties inherent in the forward-looking information contained
herein, readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the dates on which they are
made. Each of PartnerRe or PARIS RE disclaims any obligation to publicly update
or revise any forward-looking information or statements.
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Contacts:
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PartnerRe
Ltd.
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U.S.
Media
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(441)
292-0888
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Sard
Verbinnen & Co.
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Investor
Contact: Robin Sidders
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(212)
687-8080
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Media
Contact: Celia Powell
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Drew
Brown/Jane Simmons
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French
Media
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Citigate
Dewe Rogerson
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33
6 6604 4106
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Camille
Helly
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Camille.helly@citigate.fr
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_____________________________________________
Additional
Information and Where to Find It
PartnerRe
will file a proxy statement and, if required by applicable laws and regulations,
will file an exchange offer prospectus with the United States Securities and
Exchange Commission (the “SEC”) in connection with the proposed transaction.
PartnerRe and PARIS RE urge investors and shareholders to read such documents
when they become available and any other relevant documents filed with the SEC
because they will contain important information. If these documents are filed,
investors and shareholders will be able to obtain these documents free of charge
at the website maintained by the SEC at www.sec.gov. In addition, documents
filed with the SEC by PartnerRe are available free of charge by contacting
Investor Relations, PartnerRe Ltd., 90 Pitts Bay Road, Pembroke, Bermuda HM 08,
(441) 292-0888 or on the investor relations portion of the PartnerRe website at
www.partnerre.com.
PartnerRe
and its Directors, Executive Officers and other members of management may be
deemed to be participants in the solicitation of proxies from PartnerRe’s
shareholders in connection with the proposed transaction. Information regarding
PartnerRe’s Directors and Executive Officers is set forth in the proxy statement
for PartnerRe’s 2009 annual meeting, which was filed with the SEC on April 9,
2009. If and to the extent that PartnerRe’s Directors and Executive Officers
will receive any additional benefits in connection with the transaction that are
unknown as of the date of this filing, the details of those benefits will
be
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PartnerRe
Ltd.
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Telephone
+1 441 292 0888
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Wellesley House, 5th Floor
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Fax
+1 441 292 6080
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90
Pitts Bay Road
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www.partnerre.com
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Pembroke,
Bermuda HM 08
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News
Release
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described
in the proxy statement and the exchange offer prospectus. Investors and
shareholders can obtain additional information regarding the direct and indirect
interests of PartnerRe’s directors and executive officers in the transaction by
reading the proxy statement and the exchange offer prospectus when they become
available.
Important
Information for Investors and Shareholders
This
document shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Subject
to satisfaction of certain conditions precedent, PartnerRe will file an exchange
offer for PARIS RE shares and warrants to purchase such shares. A detailed
information document (a prospectus) will be filed with the Autorité des Marchés
Financiers (AMF) in France and will be accessible on the websites of the AMF
(www.amf-france.org) and PartnerRe (www.partnerre.com) and may be obtained free
of charge from PartnerRe.
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PartnerRe
Ltd.
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Telephone
+1 441 292 0888
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Wellesley House, 5th Floor
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Fax
+1 441 292 6080
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90
Pitts Bay Road
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www.partnerre.com
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Pembroke,
Bermuda HM 08
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