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Exor reaching out to PartnerRe shareholders

(Photo by Mark Tatem)Proposed merger: PartnerRe and Axis Capital have neighbouring offices on Pitts Bay Road, Pembroke

Exor has filed a proxy statement with the US Securities and Exchange Commission (SEC) in an effort to directly reach PartnerRe shareholders ahead of next month’s vote on the proposed merger deal between Axis and PartnerRe.

And the investment firm, which is controlled by Italy’s billionaire Agnelli family, filed a lawsuit in Bermuda’s Supreme Court on Monday as it seeks to obtain beneficial ownership information from PartnerRe.

Exor is involved in a multibillion dollar tussle for PartnerRe, and has made a $6.8 billion cash bid for the Bermuda-based reinsurer.

In January PartnerRe and fellow Bermuda insurer and reinsurer Axis Capital announced a proposed $11 billion, all stock “merger of equals”.

Italian giant Exor entered the picture in April with its alternative, all-cash bid. And last month it revealed it had bought up 9.3 per cent of PartnerRe’s stock to become the firm’s largest shareholder.

In the battle to land their preferred deal, both sides have taken steps to make their respective bids more enticing to shareholders.

Through this week’s proxy statement and court action, Exor is seeking to directly contact PartnerRe shareholders and “solicit them to vote against the Axis transaction”, the company said in a statement.

Explaining the lawsuit filed at the Supreme Court, Exor said: “The lawsuit details that despite Exor’s reasonable and customary request, PartnerRe has thus far refused to share the shareholder lists, further evidencing the intention of PartnerRe’s board to protect an inferior transaction with Axis to the detriment of its shareholders, employees and clients.”

In response, PartnerRe said in a statement: “Exor’s claims are without merit. We have complied with our obligations regarding the disclosure of shareholder information under applicable Bermuda and US laws. We intend to vigorously defend ourselves and are confident that their claim will be rejected.”

Exor has also announced it is extending the outside date of its binding offer for PartnerRe to July 26, which is two days after dual on-Island meetings at which PartnerRe shareholders and Axis shareholders will separately vote on the proposed merger.

Commenting on the date extension, Exor said: “This ensures that Exor’s offer is available to PartnerRe if PartnerRe shareholders vote down the proposed Axis transaction.”

The competing deals offer different scenarios for Bermuda. Jobs would likely be cut following an Axis-PartnerRe combination, as the firms target $200 million in cost savings.

Meanwhile Exor, in its statement today, said its offer gives PartnerRe employees “significantly greater security since achieving savings through redundancies is not a feature of Exor’s offer”.

Exor stated that its deal would see PartnerRe remain an independent company, operated by the same management team.