PartnerRe Ltd. Preferred Shareholders to Receive Total Cash Payment of $42.7 Million in Connection with Acquisition by EXOR
February 17 2016 - 7:30AM
Business Wire
PartnerRe Ltd. (NYSE:PRE) today announced that the holders of
its preferred shares will receive a cash payment of approximately
$42.7 million, in the aggregate (equal to $1.25 per preferred
share), in connection with the previously announced merger
agreement with EXOR. This payment will be made to preferred
shareholders of record, subject and subsequent to the closing of
the transaction, which is expected to occur in the current fiscal
quarter.
As part of the merger agreement, EXOR had previously announced
enhanced terms for PartnerRe’s preferred shares, to be effected
through an exchange offer, amounting to a 100 basis point increase
in the current dividend rate and an extended redemption date,
contingent upon the receipt by PartnerRe of a private letter ruling
from the United States Internal Revenue Service (IRS) as to the tax
shelter reporting obligations of such enhanced preferred
shares.
The Company said a request was made to the IRS for the ruling.
On February 16, 2016, the IRS indicated that it will not grant such
a ruling. As a result, and under the terms of the merger agreement,
EXOR will, in lieu of a 100 basis point increase in the current
dividend rate, make a cash payment to PartnerRe preferred
shareholders of record on the closing date totaling approximately
$42.7 million. Following the closing, the Company will use
commercially reasonable efforts to launch an exchange offer,
referred to as the Alternate Exchange Offer in the merger
agreement, whereby existing preferred shares could be exchanged for
new preferred shares with an extended redemption date.
For a more detailed discussion on this topic and the U.S.
federal income tax treatment of the cash payment and the Alternate
Exchange Offer, preferred shareholders of PartnerRe are encouraged
to read the relevant sections of PartnerRe’s definitive proxy
statement dated September 25, 2015 and consult their tax advisors
regarding U.S. federal income tax consequences of the receipt of
the cash payment and the Alternate Exchange Offer.
PartnerRe Ltd. is a leading global reinsurer, providing
multi-line reinsurance to insurance companies. The Company, through
its wholly owned subsidiaries, also offers capital markets products
that include weather and credit protection to financial, industrial
and service companies. Risks reinsured include property, casualty,
motor, agriculture, aviation/space, catastrophe, credit/surety,
engineering, energy, marine, specialty property, specialty
casualty, multi-line and other lines in its Non-life operations,
mortality, longevity and accident and health in its Life and Health
operations, and alternative risk products. For the year ended
December 31, 2015, total revenues were $5.4 billion. At
December 31, 2015, total assets were $21.4 billion, total
capital was $7.7 billion and total shareholders’ equity
attributable to PartnerRe was $6.9 billion.
PartnerRe on the Internet: www.partnerre.com
Forward-looking statements contained in this press release
are based on the Company’s assumptions and expectations concerning
future events and financial performance and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
reflected in the forward-looking statements. PartnerRe’s
forward-looking statements could be affected by numerous
foreseeable and unforeseeable events and developments such as
exposure to catastrophe, or other large property and casualty
losses, credit, interest, currency and other risks associated with
the Company’s investment portfolio, adequacy of reserves, levels
and pricing of new and renewal business achieved, changes in
accounting policies, risks associated with implementing business
strategies, and other factors identified in the Company’s filings
with the Securities and Exchange Commission. In light of the
significant uncertainties inherent in the forward-looking
information contained herein, readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the dates on which they are made. The Company disclaims
any obligation to publicly update or revise any forward-looking
information or statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20160217005860/en/
PartnerRe Ltd.(441) 292-0888Investor Contact: Robin
SiddersMedia Contact: Celia PowellorSard Verbinnen &
Co(212) 687-8080Robin Weinberg/Spencer Waybright
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