EXOR : $140.50/shr Offer To PartnerRe Further Widens Gap In Value With AXIS Deal

(RTTNews) - EXOR S.p.A. (EXOSF.PK), one of Europe's leading listed investment companies and the largest shareholder of PartnerRe Ltd. (PRE), announced that PartnerRe Common Shareholders will receive a special pre-closing dividend of $3.00 per share in connection with the EXOR transaction. This dividend will be in addition to EXOR's confirmed $137.50 per share all-cash offer, bringing EXOR's total all-cash consideration to $140.50 per share for Common Shareholders.

EXOR said it has added the $3.00 per share special dividend to compensate PartnerRe shareholders for the expected closing of the EXOR transaction in early 2016. When EXOR submitted its Binding Offer in May, EXOR had assumed the PartnerRe Special General Meeting would be held in June and the closing of the EXOR transaction would occur in the fourth quarter of 2015.

This additional $3.00 per share of real incremental value to PartnerRe Common Shareholders further widens the gap in value with the AXIS transaction.

Under the AXIS transaction, the increase in the special dividend announced on July 16, delivers to PartnerRe shareholders less than $1.00 per share of incremental value, after adjusting for: the ownership split in the combined AXIS/PartnerRe; ii) the reported declines in the second-quarter 2015 tangible book value of both PartnerRe and AXIS; and the costs associated with the 100 basis point increase in the dividend rate for PartnerRe preferred shares.

PartnerRe's Board has effectively acknowledged the superiority of the EXOR Binding Offer by seeking enhanced terms with AXIS. This is the second time the PartnerRe Board has sought to improve its terms with AXIS to respond to the EXOR offer, while continuing to claim that the EXOR offer is inferior. The enhancements announced by EXOR today confirm that EXOR's Binding Offer - which was extended to August 11, 2015 - is superior and further widen its value advantage compared to the AXIS transaction.

In addition, despite PartnerRe's statements to the contrary, EXOR said it does not believe that the Internal Revenue Service or "IRS" will treat the preferred shares in the EXOR proposed exchange offer as part of a "listed transaction" or "prohibited tax shelter" involving "fast-pay stock".

EXOR noted that its binding Offer is clearly superior on all significant measures and therefore EXOR continues to urge PartnerRe Common and Preferred Shareholders to vote the GOLD proxy card AGAINST all three proposals related to the AXIS transaction and asks shareholders not to sign or return any WHITE proxy cards they receive from PartnerRe. Shareholders who have already returned a WHITE proxy card, can change their vote by simply returning the GOLD proxy card.