![]() 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
PartnerRes internet website at http://www.partnerre.com or by contacting
PartnerRes 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
PartnerRes
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:
PartnerRes 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 PartnerRes 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
Lloyds. $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%
PartnerRes
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. |