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On-Island vote on merger for shareholders

Axis and PartnerRe shareholders will next month get the chance to vote on the proposed merger of the two firms.

Shareholders of both firms will meet at the same time on Friday, July 24 in Bermuda to back the shares-only deal — or voice support for a rival $6.8 billion cash bid from Italian investment giant Exor.

The two companies also announced that their joint registration statement had been declared effective by the US Securities and Exchange Commission (SEC).

A joint statement said: “In addition to the receipt of respective shareholder approvals, the transaction remains subject to other customary closing submissions, including receipt of certain additional regulatory clearances.”

The statement added: “The transaction remains on track to close in the third quarter of 2015.”

PartnerRe shareholders will meet at 9am on July 24 at 90 Pitts Bay Road, Pembroke, while Axis shareholders will gather at 92 Pitts Bay Road at the same time.

The joint statement confirmed that the meetings are being held to “seek shareholder agreement of the amalgamation agreement ...”

It added: “The Axis Capital and PartnerRe boards recommend that their respective stockholders vote for the amalgamation agreement between the companies and encourage stockholders to carefully evaluate the investors presentations filed by both companies on June 1, 2015 as part of their consideration of the transaction.”

Exor’s original bid was raised from $130 a share to $137.50 — which it said was a ten per cent premium on the implied share value in the Axis agreement, based on the Axis share price on May 5.

Exor, controlled by the billionaire Agnelli family, which also has a major stake in car giants Fiat Chrysler, has also built up a near-ten per cent stake in PartnerRe.

After the original merger proposal was announced, PartnerRe added an $11.50 a share special dividend if its shareholders backed the Axis merger.

And the break-up fee — payable if either PartnerRe or Axis backed away from the deal — was upped by $30 million to $280 million.

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.

The two reinsurance firms — near neighbours — would also probably require less office space.

Exor has said it intended to retain PartnerRe as a stand-alone company and keep existing management and staff.