Filed by PartnerRe Ltd
Pusuant to Rule 425
Under the Securities Act of 1933
Subject Company: Paris RE Holdings Ltd
Commmission File No.: 021-98562
 | PartnerRe Acquisition of Paris Re Presentation to PartnerRe Employees July 6, 2009 |
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July 6, 2009 2
Cautionary Statement
This document includes "forward-looking statements" within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
are based on PartnerRe's and PARIS RE's assumptions and expectations concerning future events and
financial performance, in each case, as they relate to PartnerRe, PARIS RE or the combined company.
Such statements are subject to significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those reflected in the
forward-looking statements. These forward-looking statements could be affected by numerous
foreseeable and unforeseeable events and developments such as exposure to catastrophe, or other
large property and casualty losses, adequacy of reserves, risks associated with implementing
business strategies and integrating new acquisitions, levels and pricing of new and renewal business
achieved, credit, interest, currency and other risks associated with the PartnerRe's, PARIS RE's or
the combined company's investment portfolio, changes in accounting policies, 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 not obtained or is obtained subject to
conditions that are not anticipated, failure to consummate or delay in consummating the proposed
transaction for other reasons, and other factors identified in PartnerRe's filings with the United
States Securities and Exchange Commission (the "SEC") and in the documents PARIS RE files with the
Autorite des Marches Financiers (French securities regulator) and which are also available in
English on PARIS RE's web site (www.paris-re.com). In light of the significant uncertainties
inherent in the forward-looking information contained herein, readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the dates on which they
are made. Each of PartnerRe or PARIS RE disclaims any obligation to publicly update or revise any
forward-looking information or statements.
Contacts: PartnerRe Ltd. Sard Verbinnen & Co.
(441) 292-0888 (212) 687-8080
Investor Contact: Robin Sidders Drew Brown/Jane Simmons
Media Contact: Celia Powell
Additional Information and Where to Find It: PartnerRe will file a proxy statement and, if required
by applicable laws and regulations, will file an exchange offer prospectus with the SEC in
connection with the proposed transaction. PartnerRe and PARIS RE urge investors and shareholders to
read such documents when they become available and any other relevant documents filed with the SEC
because they will contain important information. If these documents are filed, investors and
shareholders will be able to obtain these documents free of charge at the website maintained by the
SEC at www.sec.gov. In addition, documents filed with the SEC by PartnerRe are available free of
charge by contacting Investor Relations, PartnerRe Ltd., 90 Pitts Bay Road, Pembroke, Bermuda HM 08,
(441) 292-0888 or on the investor relations portion of the PartnerRe website at www.partnerre.com.
PartnerRe and its directors, executive officers and other members of management may be deemed to be
participants in the solicitation of proxies from PartnerRe's shareholders in connection with the
proposed transaction. Information regarding PartnerRe's directors and executive officers is set
forth in the proxy statement for PartnerRe's 2009 annual meeting, which was filed with the SEC on
April 9, 2009. If and to the extent that PartnerRe's directors and executive officers will receive
any additional benefits in connection with the transaction that are unknown as of the date of this
filing, the details of those benefits will be described in the proxy statement and the exchange
offer prospectus. Investors and shareholders can obtain additional information regarding the direct
and indirect interests of PartnerRe's directors and executive officers in the transaction by reading
the proxy statement and the exchange offer prospectus when they become available.
Important Information for Investors and Shareholders: This document shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
Subject to satisfaction of certain conditions precedent, PartnerRe will file an exchange offer for
PARIS RE shares and warrants to purchase such shares. A detailed information document (a prospectus)
will be filed with the Autorite des Marches Financiers (AMF) in France and will be accessible on the
websites of the AMF (www.amf-france.org) and PartnerRe (www.partnerre.com) and may be obtained free
of charge from PartnerRe.
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July 6, 2009 3
Strategic Rationale
In current environment capital and diversification are key
o Manage downside risk
o Improve risk-adjusted returns
o Do more for clients, shareholders, employees
o Expand financial flexibility
A good acquisition will increase capital and diversification
Even better positioned to achieve our strategy
and goals - No matter what the future may bring
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July 6, 2009 4
Successful acquisitions are part of our strategy
SAFR, Winterthur Re, MCR
Must meet all criteria:
o Enhance risk-adjusted returns
o Enhance capital base and financial flexibility
o Improve diversification
o Reach optimal size within specified strategy
o Deepen/diversify capabilities and skills
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July 6, 2009 5
Paris Re: A Good Fit
Mature, diversified book
Experienced team
Low to moderate integration risk
o Deep skills and capabilities
o Values aligned
Reinsurance only
Right size: capital/premium
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July 6, 2009 6
Overview of Paris Re
Originally AXA Group's reinsurance activities, consolidated into one company in 2002 following
September 11; sold to private equity 2006
Mid-sized reinsurer
Approx. 400 employees in 7 offices
Predominantly short-tail Non-life
Financial highlights (as at March 31, 2009)
o Shareholders Equity: $2.0 billion
o Total Assets: $6.8 billion
o Gross Premiums: $1.4 billion (at December 31, 2008)
o 3 year Operating return on tangible equity: 13.2%
o 3 year Combined Ratio: 89.9%
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July 6, 2009 7
The Result: A larger, stronger reinsurer...
Larger capital base = greater stability
o $6.5 billion pro forma
Even better partner to our clients
o Expanded geographic presence, business lines and segments, capacity
o Additional skills and capabilities
Better balance = better risk-adjusted returns
o Greater ability to achieve strategy and goals
Increased capital resources = ability to pursue opportunities
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July 6, 2009 8
.... but not fundamentally different
No change to strategy
No change to our goals
No change to our values or principles
Risk culture, risk appetite, risk management framework will remain the same
Our name, our culture, our organizational structure and our Executive Management will remain the
same
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July 6, 2009 9
The Combined Company will be a Leading Global Reinsurer
Ranked by 2008 Non-Life Reinsurance NWP (in billions of US$)
[graphic omitted]
Note: Market data as of December 31, 2008 from company filings; NWP related to reinsurance business only;
Excluding Lloyds
1 Includes preferred equity and total debt
2 Per Company filings, statutory surplus of Berkshire Hathaway's insurance businesses was approximately
$51 billion at December 31, 2008
3 Includes announced sale of CHF3.0 billion in convertible perpetual instruments to Berkshire Hathaway
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July 6, 2009 10
Enhanced Diversification Increases Stability
Source: Company filings
Note: Business Lines data based on Actual Net Premium, year ended 12/31/08; all other data based on gross
premiums written, year ended 12/31/08
PartnerRe + Paris Re = Combined
[graphic omitted]
Provides a broader, deeper product offering with improved balance to our book
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July 6, 2009 11
Combined Exposures Within Risk Parameters
Pro Forma Risk Dashboard, as at Q1 2009
PartnerRe Proforma
2009 Q1 Limit as % 2009 Q1 Limit as % of
Actual of Economic Actual Economic
Capital Capital
Catastrophe Unlikely 7% 12% 9% 12%
Remote 20% 24% 23% 24%
Casualty Unlikely 9% 12% 8% 12%
Remote 12% 18% 11% 18%
Equity Unlikely 4% 15% 3% 15%
Remote 6% 18% 4% 18%
Catastrophe data is Net of Retro and assumes 100% correlation between portfolios
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July 6, 2009 12
Next Steps
Today - Awaiting approvals Companies continue to
Q4 2009 on block purchase operate as separate entities
transactions
End of Block purchase PartnerRe has influence via
Q4 completed the Board and majority
2009/ ownership. Responsibility
Early Q1 PartnerRe is majority with day-to-day activity rests
2010 owner with Paris Re management
Exchange offer for Integration planning underway
remaining shares*
Follow-on merger Companies will conduct
January 1 renewals separately
Q1 2010 Transaction Execution of integration until
completion end of Q2
* Subject to approval of French Autorite des Marches Financiers
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July 6, 2009 13
Expectations of you:
Continue to stay focused
Do not entertain rumors or make assumptions
Do ask questions
Avoid pre-judging Paris Re
Treat Paris Re employees with respect
No off-the-record discussions with media, shareholders, analysts
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July 6, 2009 14
Integration Principles: People
Staff will be treated fairly and with respect
Although our fundamentals will remain, we view this as an opportunity to reflect on our
organizational needs
We will have integration teams comprised of both Paris Re & PartnerRe employees
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July 6, 2009 15
Integration Principles: Clients
Continuity will be a primary goal in managing client relations through the integration
Any exit of business will be measured and communicated in advance
If risk accumulation or other contract-specific issues require a pull-back in participation,
PartnerRe will communicate with ample time for clients to replace support
Where channel conflict occurs on a program, existing channels will be protected until
clients direct otherwise
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July 6, 2009 16
What you can expect from us
Continued transparent communication
o Within limitations
Information, guidelines, support needed to continue to manage business effectively
An enhanced organization with opportunity
for personal and professional growth
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