This Amendment No. 1 to Schedule 13D (this “Amendment”) is filed by and on behalf of EXOR S.p.A. (“EXOR”), a società per azioni organized under the laws of the Republic of Italy and EXOR S.A. (“EXOR Luxembourg” and together with EXOR, the “Reporting Persons”), a corporation organized under the laws of Luxembourg, to amend the Schedule 13D related to common shares, par value $1.00 per share (the “Common Shares”) of PartnerRe Ltd., a Bermuda exempted company (the “Issuer”), previously filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on May 15, 2015. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On May 20, 2015, the chairman of the Issuer’s Board sent EXOR a letter (the “May 20 Letter”) indicating that the Issuer’s Board rejected the EXOR Binding Offer.
On June 1, 2015, the Issuer issued a press release announcing that the Special Meeting will be held on July 24, 2015, at 9:00 a.m., Atlantic time, at the Issuer’s offices at 90 Pitts Bay Road, Pembroke HM 08 Bermuda.
On June 2, 2015, EXOR sent the Issuer a letter extending the expiration of the EXOR Binding Offer until July 26, 2015. A copy of this letter is included as Exhibit 99.5 to this Schedule 13D.
On June 2, 2015, EXOR filed with the SEC a definitive proxy statement (the “Definitive Proxy Statement”) to solicit proxies from shareholders of the Issuer to vote against the AXIS Proposal (and related proposals) at the Special Meeting. In the Definitive Proxy Statement, EXOR indicates why it believes the AXIS Proposal is not in the best interests of the Issuer’s shareholders, employees and clients. The Definitive Proxy Statement is available free of charge at the SEC’s website (www.sec.gov).
On June 29, 2015, EXOR sent the Issuer’s Board an amended copy of the Merger Agreement, which expanded the scope of EXOR’s guarantee under the Merger Agreement to cover all contractual commitments of the EXOR parties therein.
On July 7, 2015, EXOR sent the Issuer a letter extending the expiration of the EXOR Binding Offer until July 28, 2015, and containing a further amended copy of the Merger Agreement signed by the EXOR parties thereto (the “Second Amended Merger Agreement”). A copy of this letter, which includes the Second Amended Merger Agreement, is included as Exhibit 99.6 to this Schedule 13D. The Second Amended Merger Agreement included the following enhanced contractual terms for the benefit of the Issuer’s common shareholders: (i) a “go-shop” provision, which would permit the Issuer to solicit bids from third parties after signing with EXOR until August 31, 2015 (the “Go-Shop Period”), subject to specified terms and limitations; and (ii) a covenant to pay a pre-closing cash dividend of $6.39 per share if both the AXIS shareholders and the Issuer shareholders reject the AXIS Proposal, and as a result no termination fee is payable by the Issuer to AXIS. In addition, the Second Amended Merger Agreement included a post-closing covenant of the Issuer to offer to exchange each series of outstanding preferred shares for a new series having identical terms, other than with respect to certain specified improved terms. The foregoing description of the Second Amended Merger Agreement is qualified in its entirety by reference to the Second Amended Merger Agreement, a copy of which is included in Exhibit 99.6 to this Schedule 13D.
Also on July 7, 2015, EXOR, GA (defined below) and John Elkann, in his individual capacity, provided the Issuer with a legally binding commitment to provide specified information in connection with regulatory filings required in connection with the EXOR Binding Offer (the “Shareholder Information Letter”). The foregoing description of the Shareholder Information Letter is qualified in its entirety by reference to the Shareholder Information Letter, a copy of which is included as Exhibit 99.7 to this Schedule 13D.