Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
June 30 2014 - 5:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a12
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ASPEN INSURANCE HOLDINGS LIMITED
(Name of Registrant as Specified In Its Charter)
ENDURANCE SPECIALTY HOLDINGS LTD.
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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The following is a screen shot, as of June 30, 2014, taken from the website maintained by Endurance Specialty
Holdings Ltd. (the Company or Endurance) in connection with its proposal to acquire all of the outstanding common shares of Aspen Insurance Holdings Limited (Aspen).
Additional Information about the Proposed Transaction and Where to Find It
This material relates to the offer commenced by Endurance to exchange each issued and outstanding common share of Aspen (together with associated preferred
share purchase rights) for $49.50 in cash, 0.9197 Endurance common shares, or a combination of cash and Endurance common shares, subject to a customary proration mechanism. This material is for informational purposes only and does not constitute an
offer to exchange, or a solicitation of an offer to exchange, Aspen common shares, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary Prospectus/Offer to Exchange included in the Registration Statement on Form
S-4 (including the Letter of Transmittal and Election and related documents and as amended from time to time, the Exchange Offer Documents) that Endurance has filed with the SEC. The Endurance exchange offer will be made only through the
Exchange Offer Documents.
This material is not a substitute for any other relevant documents that Endurance may file with the SEC or any other documents
that Endurance may send to its or Aspens shareholders in connection with the proposed transaction. Endurance has sent to Aspen shareholders a solicitation statement with respect to the solicitation of (i) written requisitions that the board of
directors of Aspen convene a special general meeting of Aspens shareholders to vote on an increase in the size of Aspens board of directors from 12 to 19 directors and (ii) Aspen shareholder support for the proposal of a scheme of
arrangement by Endurance which will entail the holding of a court-ordered meeting of Aspen shareholders at which Aspens shareholders would vote to approve a scheme of arrangement under Bermuda law pursuant to which Endurance would acquire all
of Aspens outstanding common shares on financial terms no less favorable than those contained in its acquisition proposal announced on June 2, 2014 (the Solicitation Statement).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND THE SOLICITATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ENDURANCE
HAS FILED OR MAY FILE WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, when filed, are available free of charge at the SECs website
(www.sec.gov) or by directing a request to Endurance at the Investor Relations contact below.
Participants in the Solicitation
Endurance and its directors and certain of its executive officers and employees may be deemed to be participants in any solicitation of shareholders in
connection with the proposed transaction. Information about Endurances directors, executive officers and employees who may be deemed to be participants in the solicitation, including a description of their direct and indirect interests, by
security holdings or otherwise, is set forth in the Solicitation Statement and Endurances proxy statement, dated April 9, 2014, for its 2014 annual general meeting of shareholders.
Endurance YOUR RISK IS OUR FOCUS Home Press Releases Letters and Presentations Filings Contacts Endurance and Aspen: A Compelling
Transaction Endurance proposal to acquire Aspen for $49.50 per share in cash and stock* provides Aspen shareholders a highly attractive premium and compelling future value The combination of Endurance and Aspen will bring together two highly
complementary specialty insurance and reinsurance companies to create an even stronger, more profitable company with increased scale and an attractive diversified platform across products and geographies, with greater market presence and relevance.
Endurance is fully committed to this transaction and has taken the following actions: - Pursuing a special general meeting of Aspen shareholders to increase the size of Aspens board from 12 to 19 directors, and seeking Aspen shareholder
support for the holding of a court-ordered meeting of Aspen shareholders to approve a Scheme of Arrangement - Commencing an exchange offer for all Aspen common shares reflecting the same economic terms as Endurances increased proposal -
Implementing a simplified and improved financing plan Endurance has set a target date of July 25, 2014 for Aspen shareholders to vote on Endurances two proposals and urges Aspen shareholders to vote FOR Endurances two proposals on the
WHITE card as soon as possible. *Based on Endurances unaffected closing share price on April 11, 2014
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