EX-99.1 3 d39010dex991.htm EX-99.1

EX-99.1

Enhancement to Merger Terms

July 2015

AXIS and PartnerRe:

Exhibit 99.1

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

1

Disclaimer

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

January

29,

2015,

May

16,

2014

and

March

27,

2014.

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, is contained in the joint proxy statement/prospectus and other relevant

materials filed with the SEC.

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

2

Enhanced Merger Terms

$17.50

Pre-Closing

Dividend

Enhanced

Preferred

Offer

Enhanced

Closing

Certainty

Other

Increased

one-time

extraordinary

cash

dividend

to

$17.50

1

per

common

share

payable

to

PartnerRe common shareholders immediately prior to closing

—

$6.00 increase from prior $11.50 dividend

Exchange offer to PartnerRe preferred stockholders, contingent on obtaining favorable

IRS ruling

Enhanced terms:

—

100bps dividend increase

—

Call protection to the later of January 1, 2021 or five years after issuance

Merger no longer conditioned on the absence of a three notch rating downgrade from

A.M. Best to A-

Transaction remains on track to close in 3Q15

Exchange ratio, pro forma ownership and corporate governance to remain unchanged

Shareholder meetings to be held on August 7, 2015

(1)

A portion of the funds allocated to previously announced share repurchases will be used to fund the increase in the special dividend.

Commitment to delivering superior value to our shareholders

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

3

Reaffirming the Strategic and Financial Rationale of

the Merger

Global insurance/reinsurance powerhouse built to perform through secular and cyclical change

—

Strengthened positioning expands business opportunities

—

“Go-to” market for profitable business opportunities

—

Diversified, less volatile, capital efficient business

Combination drives superior and stable value creation

—

Active portfolio management and high degree of diversification support superior returns and lower volatility

—

Improved

capital

efficiency;

meaningful

third

party

capital

management

pre-tax

income

of

~$60mm

by

2017

—

Superior and sustainable approach to capital management

—

At least $200 million in identifiable and actionable expense savings

—

Incremental growth opportunities with pre-tax income by 2017 of ~$65mm

Transaction is accretive to operating earnings and ROE in year one, achieving double-digit EPS accretion and

a double-digit ROE by 2017

Ability to accelerate franchise productivity to solidify leadership in key markets

—

Specialty expertise across the organization

—

Untapped growth in all segments

—

Significant management experience with third party capital

Attractive entry point for investors seeking superior value creation

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

4

Attractive Financial Profile

Rating

Agencies

Capital

Management

EPS

ROE

Capital return plans for combined company previously reviewed and approved by rating

agencies

Funding of incremental special dividend from previously approved capital return plans

Continued commitment to return of capital

—

Over $450mm expected to be returned to combined company shareholders

immediately after closing

—

In addition, ~$2.4bn of buybacks and dividends expected through year-end 2017 –

equivalent to 100% of operating earnings

Transaction is accretive to operating earnings and ROE in year one, achieving double-

digit EPS accretion and a double-digit ROE by 2017

Significant enhancement to operating ROE

~12%

ROE

by

2017

1

High quality ROE

—

Additional risk-free income along with 3 substantial platforms expected to result in

lower earnings and balance sheet volatility

(1)

Represents post-merger effects on operating ROE including, among other transaction assumptions,  i) $200mm of synergies, phased in 50% in 2016 and 100% in 2017 as per S-4 filed on 6/1/2015

assuming a pro forma tax rate of 16.0%; 2) return of 100% of operating earnings, plus return of ~$457mm immediately post-closing; iii) over $60mm of pre-tax income from third-party capital vehicles in

2017; iv) incremental ~$46mm of insurance pre-tax underwriting income in 2017; and v) $20mm of Life and A&H pre-tax underwriting income in 2017.

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

5

Disclaimer

Important

Information

For

Investors

And

Shareholders

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

AXIS

have

filed

a

registration

statement

on

Form

S-4

with

the

Securities

and

Exchange

Commission

(the

“SEC”),

and

a

definitive

joint

proxy

statement/prospectus

of

PartnerRe

and

AXIS

and

other

documents

related

to

the

proposed

transaction.

This

communication

is

not

a

substitute

for

any

such

documents.

The

registration

statement

was

declared

effective

by

the

SEC

on

June

1,

2015

and

the

definitive

proxy

statement/prospectus

has

been

mailed

to

shareholders

of

PartnerRe

and

AXIS.

INVESTORS

AND

SECURITY

HOLDERS

OF

PARTNERRE

AND

AXIS

ARE

URGED

TO

READ

THE

REGISTRATION

STATEMENT,

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

OTHER

DOCUMENTS

THAT

HAVE

BEEN

OR

MAY

BE

FILED

WITH

THE

SEC

CAREFULLY

AND

IN

THEIR

ENTIRETY

BECAUSE

THEY

CONTAIN

OR

WILL

CONTAIN

IMPORTANT

INFORMATION.

A

definitive

proxy

statement

has

been

mailed

to

shareholders

of

PartnerRe

and

AXIS.

Investors

and

security

holders

may

obtain

free

copies

of

these

documents

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

are

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

are

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.

© 2015. PartnerRe and Axis Capital. All rights reserved. Proprietary.

6

Disclaimer

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,”

“illustrative,”

“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:

•

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.

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.