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Aspen adopts ‘poison pill’ plan to deter Endurance takeover bid

Aspen: Its board is trying to deter Endurance's hostile takeover bid

Aspen Insurance Holdings Ltd has adopted a so-called poison pill to discourage attempts from fellow Bermuda re/insurer Endurance to stage a hostile takeover of the company.

The plan, which will be in place for one year, will give shareholders rights allowing them to buy Aspen stock at discounted prices, if a person or group acquires ten percent or more of the company.

For passive, institutional investors the threshold is 15 percent. The move is designed to significantly increase the cost of a hostile takeover.

Endurance, which made public its attempts to acquire Aspen in a $47.50-per-share, cash-and-stock deal on Monday this week, immediately condemned the move today and stated its commitment to delivering on its offer.

Aspen shares fell 79 cents, or 1.74 percent, to $44.60 at 2.12pm Bermuda time in New York trading today on news of the announcement.

“The rights plan is designed to deter abusive tactics from being used in a proposed takeover, to ensure that shareholders receive fair and equal treatment in any proposed takeover of the company and to provide that any transaction would appropriately reward our shareholders and be beneficial to our company,” Aspen said in its statement this morning.

The rights plan is set to expire on April 16, 2015, but the Aspen board may terminate it before then, if the directors believe it’s in the best interests of shareholders.

Michael McGuire, chief financial officer of Endurance, said: “At a time when the Aspen board should be seriously considering an opportunity to deliver significant value to its shareholders, it is instead focused on blocking them from receiving that value and on taking actions to entrench themselves.

“This is not a surprise given the lack of alignment and clear disdain Aspen’s board has shown for its shareholders in summarily rejecting our proposal without any discussion whatsoever.

“A poison pill is a well documented defensive step typically taken by an entrenched board of directors. It’s interesting Aspen’s board adopted a poison pill that divides their shareholders into different categories — good and bad, passive and active — a division that is currently the subject of litigation in an unrelated situation.”

Mr McGuire added that Endurance remained “fully committed to delivering our highly attractive premium offer to Aspen shareholders”.

On Monday, Aspen chairman Glyn Jones described Endurance’s proposal as “ill conceived” and a “strategic mismatch” and he argued that it undervalued Aspen.

Endurance chairman and CEO John Charman said he had been asking the Aspen board for discussions since January this year, but they “refused to engage with us”.

Goldman Sachs is acting as financial adviser to Aspen and Wachtell, Lipton, Rosen & Katz and Willkie Farr & Gallagher LLP are acting as its legal advisers.