S&P Affirms Companies’ Credit Ratings
and Stable Outlook
AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) and
PartnerRe Ltd. (NYSE:PRE) today announced that they have received
early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect
to the definitive amalgamation agreement that the companies
announced on January 25, 2015. The expiration of the waiting period
satisfies one of the conditions to complete the transaction, which
is expected to close in the second half of 2015.
The Companies also reported that on March 13, 2015, Standard
& Poor's Ratings Services said that it has affirmed its 'A-'
long-term counterparty credit ratings on both AXIS Capital and
PartnerRe Ltd., including its 'A+' long-term counterparty credit
and financial strength ratings on their respective operating
companies, and removed them from CreditWatch negative, where the
firm had initially placed them following the announcement of the
amalgamation on January 26, 2015.
About AXIS Capital
AXIS Capital is a Bermuda-based global provider of specialty
lines insurance and treaty reinsurance with total shareholders’
equity attributable to AXIS Capital at September 30, 2014 of $5.8
billion and locations in Bermuda, the United States, Europe,
Singapore, Canada, Australia and Latin America. Its operating
subsidiaries have been assigned a rating of “A+” (“Strong”) by
Standard & Poor’s and “A+” (“Superior”) by A.M. Best. AXIS
Capital and AXIS Specialty Finance LLC have been assigned senior
unsecured debt ratings of A- (stable) by Standard & Poor’s and
Baa1 (stable) by Moody’s Investors Service. For more information
about AXIS Capital, visit our website
at www.axiscapital.com.
About PartnerRe Ltd.
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, 2013, total revenues were $5.5 billion. At September
30, 2014, total assets were $23.2 billion, total capital was $7.8
billion and total shareholders’ equity attributable to PartnerRe
was $7.0 billion.
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.
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 September 30,
2014 which was filed with the SEC on October 31, 2014 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 September 30, 2014 which was filed with
the SEC on October 31, 2014 and its Current Report on Form 8-K,
which was 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.
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:
- 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.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20150325005148/en/
AXIS Capital:Investor:AXIS Capital Holdings
LimitedLinda Ventresca,
441-405-2727investorrelations@axiscapital.comorMedia:Kekst
and CompanyMichael Herley,
212-521-4897michael-herley@kekst.comorPartnerRe
Ltd.:Investor:Robin Sidders,
441-294-5216robin.sidders@partnerre.comorMedia:Celia Powell,
441-294-5210celia.powell@partnerre.comorSard Verbinnen &
CoDrew Brown/Daniel Goldstein, 212-687-8080
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