Ex-PartnerRe CEO Thiele backs Exor bid
Italian investment group Exor yesterday pledged to make reinsurance firm PartnerRe bigger if it successful in its $6.8 billion takeover bid.
The firm’s chairman and CEO John Elkann said: “We are business builders. If you look at our history, we have been building businesses both organically and through acquisitions and building companies.
“PartnerRe is an important step for us in the industry and we have to be looking at building this business and growing it.
“If the right acquisitions were to come, we would look at them.”
And Mr Elkann added: “We think that PartnerRe is of a size and scale which makes it a very interesting platform within the reinsurance business.”
He said: “PartnerRe in our ownership has the opportunity of growing and becoming one of the world leaders in that industry.”
Mr Elkann was speaking in New York after Exor unveiled enhanced terms for PartnerRe common and preferred shareholders — who will later this month be asked to vote on a proposed $11 billion merger with rival firm Axis.
Shareholders in Axis will vote on the merger deal the same day.
Former PartnerRe CEO Patrick Thiele, who ran the company for ten years up until his retirement in 2010, threw his weight behind the Exor alternative offer for PartnerRe.
Mr Thiele said a merger with Axis would be “high risk with limited or no increase in return”.
And he added that a PartnerRe/Axis merged company would “fire a lot of people and reduce expenses, which you always have to weigh against what you’re losing in premium that’s associated with these people”.
Among the new terms offered by Exor is a “go shop” provision, which would allow PartnerRe to look for third-party bids until August 31 even after signing a deal with Exor.
Exor also said that during the period allowed for PartnerRe to look for another buyer, it would reduce the termination fee to $135 million.
The PartnerRe and Axis termination and expense reimbursement fee was set at $315 million.
A statement from Exor said the PartnerRe/Axis termination fee was $6.39 per share to PartnerRe shareholders.
The statement added: “In the event both PartnerRe and Axis shareholders vote down the PartnerRe/Axis transaction and hence this fee is not payable PartnerRe, Exor commits to pass the value on to PartnerRe shareholders in full, effectively increasing the value of its binding offer to $143.89 per chare.
Mr Elkann said yesterday: “I also committed personally and committed the company I chair to go through the regulatory checks.”
Preferred shareholders have also been offered a better deal, including a 100 basis point increase in the dividend rate and call protection for five years on all three series of preferred shares, which Exor said would provide preferred shareholders with “certainty of income for a significantly extended period”.
The Italian firm added it would also limit capital distributions to around two-thirds of earnings for five years.
And he defended Mr Thiele’s backing of the Exor bid.
Mr Elkann said: “The only interest he has for PartnerRe to run on the right lines and for the employees of PartnerRe to be well treated.
“The support he has publicly given to our offer is out of no self-interest ... there is no agreement with us and no financial incentive.”
Exor said it intended to retain PartnerRe as a stand-alone company and keep existing management and staff.
The Axis/PartnerRe deal would create the world’s fifth largest reinsurer and the two companies have said joining forces would save $200 million a year — with some of the savings from redundancies among the combined Bermuda-based staff of around 130.
And the two reinsurance firms, near-neighbours on Pitts Bay Road in Pembroke, would also probably require less office space.
After PartnerRe rejected Exor’s initial bid, it announced a sweetener for shareholders — an $11.50 per share special dividend for shareholders if the $11 billion merger with Axis was completed.
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