PEMBROKE, Bermuda - December 6, 2016 -
Endurance Specialty Holdings Ltd. (NYSE:ENH) ("Endurance") today
announced that it has scheduled a special general meeting of its
shareholders to seek approval for the acquisition of 100% of the
outstanding ordinary shares of Endurance by SOMPO Holdings,
Inc.
The Endurance special general meeting will be held
on Friday, January 27, 2017, at 9:00 a.m. (Atlantic Time) at
Endurance's offices at Waterloo House, 100 Pitts Bay Road, Pembroke
HM 08, Bermuda. Holders of Endurance ordinary shares and
6.35% non-cumulative preferred shares, Series C of record as of the
close of business on December 28, 2016, will be entitled to vote as
a single class at the Endurance special general meeting. The
proxy statement will provide voting instructions as well as
detailed information for shareholders about the acquisition.
Endurance expects to commence mailing the proxy statement to its
shareholders on or about January 4, 2017.
The acquisition is subject to customary closing
conditions, including Endurance shareholder approval and approval
of applicable regulatory authorities. It is currently expected that
the acquisition will be consummated in the first quarter of
2017.
Endurance shareholders who need assistance voting
should contact Innisfree M&A Incorporated at: 501 Madison Ave.,
New York, NY 10022, (888) 750-5834.
About Endurance Specialty
Holdings Ltd.
Endurance Specialty Holdings Ltd. is a global
specialty provider of property and casualty insurance and
reinsurance. Through its operating subsidiaries, Endurance writes
agriculture, professional lines, property, marine and energy, and
casualty and other specialty lines of insurance and catastrophe,
property, casualty, professional lines and specialty lines of
reinsurance. We maintain excellent financial strength as evidenced
by the ratings of A (Excellent) from A.M. Best (XV size category),
A (Strong) from Standard and Poor's and A2 from Moody's on our
principal operating subsidiaries. Endurance's headquarters
are located at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08,
Bermuda and its mailing address is Endurance Specialty Holdings
Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11,
Bermuda. For more information about Endurance, please visit
www.endurance.bm.Cautionary Note
Regarding Forward-Looking
Statements
Some of the statements in this press release may
include, and Endurance may make related oral, forward-looking
statements which reflect our current views with respect to future
events and financial performance. Such statements may include
forward-looking statements both with respect to us in general and
the insurance and reinsurance sectors specifically, both as to
underwriting and investment matters. These statements may also
include assumptions about the proposed transaction (including its
benefits, results, effects and timing). Statements which include
the words "should," "would," "expect," "intend," "plan," "believe,"
"project," "anticipate," "seek," "will," and similar statements of
a future or forward-looking nature identify forward-looking
statements in this press release for purposes of the U.S. federal
securities laws or otherwise. We intend these forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements in the Private Securities Litigation
Reform Act of 1995.
The proposed transaction is subject to risks and
uncertainties, including: (A) that Endurance and SOMPO may be
unable to complete the proposed transaction because, among other
reasons, conditions to the closing of the proposed transaction may
not be satisfied or waived; (B) uncertainty as to the timing
of completion of the proposed transaction; (C) the inability to
complete the proposed transaction due to the failure to obtain
Endurance shareholder approval for the proposed transaction or the
failure to satisfy other conditions to completion of the proposed
transaction, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the
transaction; (D) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (E) risks related to disruption of management's
attention from Endurance's ongoing business operations due to the
proposed transaction; (F) the effect of the announcement of the
proposed transaction on Endurance's relationships with its
distributors, operating results and business generally and (G) the
outcome of any legal proceedings to the extent initiated against
Endurance, SOMPO or others following the announcement of the
proposed transaction, as well as Endurance's and SOMPO's
management's response to any of the aforementioned factors.
The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included herein and
elsewhere, including the risk factors included in Endurance's most
recent annual report on Form 10-K, the quarterly reports on Form
10-Q for the quarters ended June 30, 2016 and September 30, 2016
and other documents of Endurance on file or furnished to the U.S.
Securities and Exchange Commission ("US SEC"). Any forward-looking
statements made in this press release are qualified by these
cautionary statements, and there can be no assurance that the
actual results or developments anticipated by Endurance will be
realized or, even if substantially realized, that they will have
the expected consequences to, or effects on, Endurance or its
business or operations. Except as required by law, the parties
undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
Additional Information about the
Proposed Transaction and Where to Find It
This press release is not a substitute for the
definitive proxy statement or any other document which Endurance
may file with the US SEC. INVESTORS IN AND SECURITY HOLDERS OF
ENDURANCE ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR FURNISEHD OR WILL BE FILED OR
WILL BE FURNISHED WITH THE US SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of the proxy statement
(when available) and other documents filed with or furnished to the
US SEC by Endurance through the web site maintained by the US SEC
at www.sec.gov or by contacting the investor relations department
of Endurance at the following:
Contacts:
Investor Relations
Phone: +1 441 278 0988
Email: investorrelations@endurance.bm
Media Relations
Mark Semer and Thomas Davies
Kekst and Company
Phone: 212 521 4802/4873
Email: mark-semer@kekst.com and tom-davies@kekst.com
Participants in the
Solicitation
Endurance and its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Endurance's shareholders in connection with the proposed
transaction. Information regarding Endurance's directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
Endurance's Annual Report on Form 10-K for the year ended
31December 2015 and its annual proxy statement filed with the US
SEC on 8 April 2016. A more complete description will be available
in the definitive proxy statement on Schedule 14A. You may obtain
free copies of these documents as described in the preceding
paragraph filed, with or furnished to the US SEC because they will
contain important information. All such documents, when filed or
furnished, are available free of charge at the US SEC's website
(www.sec.gov) or by directing a request to Endurance at the
Investor Relations contact above.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Endurance Specialty Holdings Ltd via
Globenewswire
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