IMPORTANT INFORMATION
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.
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.
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.
| | |
