EX-99.1 2 d918553dex991.htm EX-99.1

EX-99.1

AXIS and PartnerRe:

Creating Sustainable Value

May 4, 2015

Exhibit 99.1

Important Information For Investors And Stockholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a

solicitation of any vote or approval.  This communication relates to a proposed business combination between PartnerRe Ltd.

(“PartnerRe”) and AXIS Capital Holdings Limited (“AXIS”).  In connection with this proposed business combination,

PartnerRe and/or AXIS may file one or more proxy statements, registration statements, proxy statement/prospectus or

other

documents

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

This

communication

is

not

a

substitute

for

any

proxy statement, registration statement, proxy statement/prospectus or other document PartnerRe and/or AXIS may file

with the SEC in connection with the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF PARTNERRE AND AXIS

ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND

OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Any definitive proxy statement(s) (if and when

available) will be mailed to stockholders of PartnerRe and/or AXIS, as applicable.  Investors and security holders will be able

to

obtain

free

copies

of

these

documents

(if

and

when

available)

and

other

documents

filed

with

the

SEC

by

PartnerRe

and/or AXIS through the website maintained by the SEC at http://www.sec.gov.  Copies of the documents filed with the SEC

by PartnerRe will be available free of charge on PartnerRe’s internet website at http://www.partnerre.com or by contacting

PartnerRe’s Investor Relations Director by email at robin.sidders@partnerre.com or by phone at 1-441-294-5216.  Copies of

the

documents

filed

with

the

SEC

by

AXIS

will

be

available

free

of

charge

on

AXIS’

internet

website

at

http://www.axiscapital.com

or

by

contacting

AXIS’

Investor

Relations

Contact

by

email

at

linda.ventresca@axiscapital.com

or by phone at 1-441-405-2727.

1

Participants in Solicitation

PartnerRe,

AXIS,

their

respective

directors

and

certain

of

their

respective

executive

officers

may

be

considered

participants

in the solicitation of proxies in connection with the proposed transaction.  Information about the directors and executive

officers of PartnerRe is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed

with the SEC on February 26, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with

the SEC on April 1, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the

SEC on May 4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 27, 2014, May 16, 2014

and January 29, 2015.  Information about the directors and executive officers of AXIS is set forth in its Annual Report on

Form

10-K

for

the

year

ended

December

31,

2014,

which

was

filed

with

the

SEC

on

February

23,

2015,

its

proxy

statement

for its 2014 annual meeting of stockholders, which was filed with the SEC on March 28, 2014, its Quarterly Report on Form

10-Q

for

the

quarter

ended

March

31,

2015,

which

was

filed

with

the

SEC

on

May

4,

2015

and

its

Current

Reports

on

Form

8-K, which were filed with the SEC on March 11, 2015, January 29, 2015, August 7, 2014, June 26, 2014, March 27, 2014

and February 26, 2014.

These documents can be obtained free of charge from the sources indicated above.  Additional information regarding the

participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or

otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when

they become available.

2

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS are “forward-

looking”

statements.  The words “anticipate,”

“believe,”

“ensure,”

“expect,”

“if,”

“intend,”

“estimate,”

“probable,”

“project,”

“forecasts,”

“predict,”

“outlook,”

“aim,”

“will,”

“could,”

“should,”

“would,”

“potential,”

“may,”

“might,”

“anticipate,”

“likely,”

“plan,”

“positioned,”

“strategy,”

and

similar

expressions,

and

the

negative

thereof,

are

intended

to

identify

forward-looking

statements.  These forward-looking statements, which are subject to risks, uncertainties and assumptions about PartnerRe

and AXIS, may include projections of their respective future financial performance, their respective anticipated growth

strategies and anticipated trends in their respective businesses.  These statements are only predictions based on current

expectations and projections about future events.  There are important factors that could cause actual results, level of

activity, performance or achievements to differ materially from the results, level of activity, performance or achievements

expressed

or

implied

by

the

forward-looking

statements,

including

the

risk

factors

set

forth

in

PartnerRe’s

and

AXIS’

most

recent

reports

on

Form

10-K,

Form

10-Q

and

other

documents

on

file

with

the

SEC

and

the

factors

given

below:

PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable but that may

not prove to be accurate. AXIS’

forward-looking statements are based on assumptions that AXIS believes to be reasonable

but that may not prove to be accurate.  Neither PartnerRe nor AXIS can guarantee future results, level of activity,

performance or achievements.  Moreover, neither PartnerRe nor AXIS assumes responsibility for the accuracy and

completeness of any of these forward-looking statements.  PartnerRe and AXIS assume no obligation to update or revise any

forward-looking

statements

as

a

result

of

new

information,

future

events

or

otherwise,

except

as

may

be

required

by

law. 

Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date

hereof.

3

The failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction;

The failure to consummate or delay in consummating the proposed transaction for other reasons;

The timing to consummate the proposed transaction;

The

risk

that

a

condition

to

closing

of

the

proposed

transaction

may

not

be

satisfied;

The

risk

that

a

regulatory

approval

that

may

be

required

for

the

proposed

transaction

is

delayed,

is

not

obtained,

or

is

obtained subject to conditions that are not anticipated;

AXIS’

or PartnerRe’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

The

ability

of

either

PartnerRe

or

AXIS

to

effectively

integrate

their

businesses;

and

The diversion of management time on transaction-related issues.

Agenda

4

1.

Overview of Transformational Opportunity

2.

Revised Amalgamation Overview

3.

Benefits of the Amalgamation

4.

Tremendous Opportunity for Value Creation

Agenda

5

1.

Overview of Transformational Opportunity

2.

Revised Amalgamation Overview

3.

Benefits of the Amalgamation

4.

Tremendous Opportunity for Value Creation

Overview of Transformational Opportunity

6

(Re)insurance

Powerhouse

Brings

together

two

strong,

world-class,

successful

companies

building

on

existing

strengths

~$13bn

combined

shareholders'

equity

(

¹

)

Top 5 global reinsurance franchise with leading position in the broker channel

Top 10 global life and health reinsurer

Primary

specialty

platform

with

$2.5bn+

in

premiums

across

a

diversified

array

of product lines

Value Creation

Through Combined

Franchise Strengths

Increased relevance with distribution partners across the three major business

units

Over $200 million in identifiable and actionable expense savings

Significantly enhances capital generation

Diverse sources of income to enhance ROE profile and value creation over time

Expanded ability to reinvest in franchise while returning capital to shareholders

Clear Common Vision

Accelerates Strategies

For Both Companies

Growth accompanied by excellence in risk management

Embrace secular change in the delivery of capital to address risk

Best-in-class talent across all aspects of business

Compatible cultures facilitate integration

(1) Financial data as of 3/31/15.

Agenda

7

1.

Overview of Transformational Opportunity

2.

Revised Amalgamation Overview

3.

Benefits of the Amalgamation

4.

Tremendous Opportunity for Value Creation

Revised Amalgamation Overview

8

Consideration to

Shareholders

AXIS shareholders to receive 1 share of the amalgamated company per common

share in a tax free reorganization

PartnerRe

shareholders

to

receive

2.18

shares

of

the

amalgamated

company

per

common share

Preferred shares to remain outstanding as preferred shares of the Amalgamated

company

Dividend to PartnerRe

Common Shareholders

Extraordinary one-time dividend of $11.50 per share payable at, and contingent

upon, closing

Pro Forma Ownership

PartnerRe will own approximately 51.5% percent of the amalgamated company

AXIS will own approximately 48.5% percent of the amalgamated company

Corporate Governance

of Combined Company

Board

of

Directors

to

comprise

14

members,

consisting

of

seven

AXIS

appointees

and seven PartnerRe appointees

Management

teams

to

reflect

balance,

leveraging

talent

from

both

organizations

Approvals

Customary regulatory approvals

PartnerRe and AXIS shareholder approvals

Expected close in the second half of 2015

9

Progress to Date Reaffirms Benefits

Phase 1 integration already complete –

a clear vision

for the combined company

Joint planning and integration process ongoing with

20 identified work streams

A few regulatory approvals have been received

HSR clearance was obtained

Supportive feedback on the merger from brokers and

clients

Encouraging April renewals

Attractive Financial Impact to AXIS

Shareholders

10

Accretive

to

EPS

and

ROE

beginning

in

the

first

full

year

(

¹

)

Double-digit

EPS

accretion

and

double-digit

ROE

by

year

2

(

¹

)

Additional opportunities created by combined company and strong market

presence

Greatly enhanced earnings, cash flow and capital generation

Operating Synergies of

$200mm

Significant Capital

Generation and Return to

Shareholders

Impact to AXIS

(1) Reflects EPS and ROE accretion on a Non-GAAP operating basis.

Agenda

11

1.

Overview of Transformational Opportunity

2.

Revised Amalgamation Overview

3.

Benefits of the Amalgamation

4.

Tremendous Opportunity for Value Creation

Strong Position in Three Attractive Businesses

Business Overview

12

PartnerRe

AXIS

Pro Forma Combined

3/31/15

LTM GPW

$5.8bn

$4.6bn

$10.4bn

Non-Life

Reinsurance

78%

Life and

Health

22%

P&C

Reinsurance

44%

A&H

6%

Insurance

49%

P&C

Reinsurance

59%

Insurance

26%

Life, A&H

15%

13

Market position

Top Global P&C Reinsurers by P&C

Reinsurance GPW

(1)

Transformative Combination Creating a

Leading Global Reinsurance Platform

(1) Rankings are by 2013 GPW.

(2) Berkshire Hathaway Reinsurance includes General Re. Corp.

(3) GPW not disclosed. Indicated values are on a NPW basis.

Top 5 global reinsurer

Leading position among broker-based

reinsurers

Strong positions in specialty

reinsurance lines

Combination of two additive platforms

with highly regarded UW and service

capabilities

Limited overlap in current portfolios

suggesting manageable attrition

Ability to channel third-party capital to

deliver expanded client solutions

$2.1 

$2.1 

$2.1 

$2.1 

$2.3 

$2.4 

$3.3 

$3.4 

$3.4 

$3.5 

$3.7 

$4.0 

$4.6 

$4.7 

$6.4 

$6.7 

$10.4 

$18.0 

$22.6 

Generali

RenRe / Platinum

AXIS

Mitsui Sumitomo

Fairfax Financial

Sompo Japan

General Insurance Co. of India

Mapfre

Allianz

Alleghany

Korean Re

XL / Catlin

Everest Re

PartnerRe

China Re

SCOR

PartnerRe + AXIS

Berkshire Re

Hannover Re

Swiss Re

Munich Re

($ in billions)

Note: Chart excludes life and health reinsurance GPW if publicly disclosed. Excludes Lloyd’s.

$2.1

(3)

$8.8

(2)

14

Pro Forma Combined Insurance Breakdown

3/31/15 LTM GPW

Diversified Global Specialty Insurance

Business

Balanced portfolio mix between

segments

Almost no business overlap in existing

books

Growing visibility among clients /

distribution partners / talent

Optionality to further accelerate growth

in desirable segments

Total Insurance

GPW: $2.7bn

By Line of Business

Professional

Lines

32%

Property

24%

Liability

14%

PartnerRe’s

D&F and

Wholesale

Insurance

15%

Marine

9%

Aviation

2%

Credit &

Political Risk

1%

Terrorism

1%

15

Pro Forma Combined Life and A&H Breakdown

3/31/15 LTM GPW

Leadership in Life, Accident & Health with

High Growth Potential

By Line of Business

Total GPW:

$1.6bn

Life Reinsurance

60%

A&H

40%

Global product development

Significant geographic reach

Advantages to hybrid (insurance and

reinsurance) model

Combination with little overlap and highly

complementary capabilities

Products for developed market demographics

(e.g. longevity, disability) and less developed

markets (e.g. medical, employee benefits)

Healthcare spending booming internationally

Growth in U.S. healthcare market since

Affordable Care Act

Ability to leverage broad product capabilities

for high growth

Top 10 global life and health reinsurer

Top 3 U.S. health reinsurer

Significant market presence

World-Class Combined Management Team

16

Non-executive Chairman

Jean-Paul L. Montupet, Chairman PartnerRe

Chairman Emeritus

Michael A. Butt, Chairman AXIS Capital

CEO

Albert A. Benchimol, CEO AXIS Capital

CFO

Joseph Henry, CFO AXIS Capital

Deputy CFO and Lead Integration Officer

(1)

Bill Babcock, PartnerRe CFO

CEO, Reinsurance

Emmanuel Clarke, CEO PartnerRe Global

CEO, Insurance

Peter Wilson, CEO AXIS Insurance

CEO, Life, Accident & Health

Chris DiSipio, CEO AXIS Accident & Health

Head of Strategic Business Development and

Capital Solutions

John “Jay”

Nichols, CEO AXIS Re

(1) Assuming the role of CFO no later than July, 2016.

Agenda

17

1.

Overview of Transformational Opportunity

2.

Revised Amalgamation Overview

3.

Benefits of the Amalgamation

4.

Tremendous Opportunity for Value Creation

AXIS' and PartnerRe's Advanced

Integration Planning

18

Integration Plan

Readiness & Mobilization

Day 1 Readiness

Post Close Planning

Work to Date

Approximately 150 people involved

Over 20 individual work streams

Reporting to Integration Director and Steering Committee headed by CEO-designate

Developed operating model for each business unit and support team

Significant progress in definition of Day 1 scope and requirements

Early indications strongly support accelerated achievement of strategic and operating

objectives

Complete

Clear Path to Achieving Target Synergies

19

Value in

millions

USD

Business Unit

~$60

Target Synergies

$200

Support Functions

~$75

Corporate

~$35

Other Operational

Synergies

~$30

At Least $200 Million in Identifiable and Actionable Expense Savings

Global Reach with Opportunities for

Consolidating Locations

20

AXIS Office Locations

PartnerRe Office Locations

Tremendous Opportunity for Value Creation

21

Profitable

Growth through

Increased

Market Presence

~$13bn

combined

shareholders'

equity

(

¹

)

$10.4bn

in

combined

GPW

across

3

attractive

businesses

(

¹

)

Sustainable, long-term commercial growth prospects through combined scale,

efficiencies and expanded product capability

Expanded

global

platform

and

local

market

expertise

will

support

and

enhance

growth

opportunities

At Least $200M

of Annual Run-

Rate Synergies

Expected to be realized within the first 18 months

Identifiable and achievable expense savings

Principal sources include staff redundancies, systems and infrastructure and holding

company expenses

Limited

Execution Risk

Quality

of

both

companies’

balance

sheets

Familiarity

between

the

companies’

management

teams

Shared philosophy of underwriting conservatism

Potential for

Increased

Valuation

Attractive entry point for shareholders

Stronger platform and EPS/ROE accretion drive sustainable value creation

(1) Financial data as of 3/31/15.