| Filed by PartnerRe Ltd Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: PARIS RE Holdings Ltd Commission File No.: 021-98562 | ||
PartnerRe
Presentation to PARIS RE Employees
Bruno Meyenhofer, Chairman, PartnerRe Global
July 7, 2009
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July 7, 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 7, 2009 3
Agenda
Overview of PartnerRe
Overview of transaction
What this means to you
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July 7, 2009 4
Overview of PartnerRe
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July 7, 2009 5
PartnerRe is
A secure and independent professional reinsurer Committed to financial
integrity and stability
Prudently and adequately reserved
Integrated in its approach to risk assumption and management
A rigorous technical underwriting organization
A multi-national, multi-cultural organization with a set of common core values
Determined to be a well managed company
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July 7, 2009 6
Vision & Strategy Statement
Vision
PartnerRe is an intelligent provider of risk-assumption products for the global
insurance and capital markets. We provide highly valued products and
relationships to our clients, deliver appropriate returns to our shareholders
and ensure a satisfying work experience for our employees.
Five Point Strategy
o Diversify risk across products and geographies
o Maintain risk appetite moderately above the market
o Actively manage capital across the portfolio and over the cycle
o Add value through underwriting/transactional excellence
o Achieve superior returns on invested assets in the context of a
disciplined risk framework
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July 7, 2009 7
Global presence
[GRAPHIC OMITTED]
Principal Offices
Branch & Representative Offices
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July 7, 2009 8
Commitment to all three key stakeholders
Clients: Provide highly valued products and relationships to our clients
o Unquestioned financial integrity and ability to pay claimso
Shareholders: Deliver appropriate returns to our shareholders
o Average 13%+ operating ROE over a cycle; range of 6-20% 9 out of 10
years
o Grow book value and economic value by average of 10%+ per year
o Grow dividend consistently
Employees: Ensure a satisfying work experience for our employees - career,
resources/tools, respect/communication
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July 7, 2009 9
Credibility with Clients and Brokers
Flaspohler perception survey results 2002-2008 for "Best Reinsurer Overall"
Expressed as a ranking of the total survey sample
2002 2003 2004 2005 2006 2007 2008
- --------------------------------------------------------------------------
U.S. Broker 6 / 28 5 / 29 5 / 28 4 / 33
U.S. Cedant 5 / 27 6 / 27 5 / 32
Europe 3 / 32 5 / 31 4 / 31 5 / 33
Note: Flaspohler Research Group conducts annual surveys of Non-Life Reinsurers.
The European surveys are conducted biennially. The U.S. survey are conducted
annually, but alternate between cedants and brokers being polled.
PartnerRe consistently places in the top 6
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July 7, 2009 10
Credibility with Shareholders
Strong Relative Performance
(Book Value Growth + Dividends)
Company Compounded Total Cumulative Total
Return (BV Growth + Return (BV Growth +
Dividends) 2002-2008 Dividends) 2002-2008
- ---------------------------------------------------------------------------
Arch Capital 15.9% 142.3%
PartnerRe 13.6% 115.1%
Axis 13.0% 108.3%
Renaissance Re 12.6% 103.7%
Everest 10.9% 85.6%
Munich Re 9.8% 75.0%
Berkshire Hathaway 9.1% 69.0%
Hannover 9.1% 68.5%
Transatlantic 8.7% 65.2%
Swiss Re 4.7% 32.0%
XL (9.1)% (43.7)%
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July 7, 2009 11
High level of Engagement in the Organization
Engagement Survey 2007 Results - Top 120 Managers
[GRAPHIC OMITTED]
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July 7, 2009 12
Our Current Organizational Structure
[GRAPHIC OMITTED]
Group Finance, Actuarial, HR, IT, Communications, Legal, Corporate Audit Group
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July 7, 2009 13
PartnerRe is:
Not defined by a "national" culture
Not driven purely by shareholder value
Not short-term oriented
Not driven only by top-line growth
Not a "hire and fire" company
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July 7, 2009 14
PartnerRe is focused on creating value for clients, shareholders and employees
through:
Financial conservatism and integrity
Optimized risk adjusted returns/diversification
Right balance between most profitable lines (which are inherently volatile) and
earning stability
Book value growth; grow top line when appropriate Compensation tied to
shareholder returns
Trust at all levels
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July 7, 2009 15
Overview of Transaction
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July 7, 2009 16
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 7, 2009 17
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 7, 2009 18
The Result: A larger, stronger reinsurer
Larger capital base = better 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 7, 2009 19
The Combined Company will be a Leading Global Reinsurer
Ranked by 2008 Non-Life Reinsurance NWP (in $billions)
[GRAPHIC OMITTED]
Note: Market data as of 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 capital
instruments to Berkshire Hathaway
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July 7, 2009 20
The Combined Company will be a Leading Global Reinsurer
Ranked by Book Value and Total Capital
Book Total AM
Value Capital(1) Best S&P Moody's Fitch
----- ---------- ---- --- ------- -----
Rank Group (most recent quarter) (most recent quarter)
- -----------------------------------------------------------------------------------
1 Berkshire Hathaway(2) 51,000 51,000 A++ AAA Aa1 AAA
2 Munich Re 28,741 36,845 A+ AA- Aa3 AA-
3 Swiss Re(3) 18,822 26,099 A A+ A1 na
Pro Forma 5,497 6,530 A+ AA- Aa3 AA
4 Hannover Re 3,934 6,605 A AA- na na
5 Everest Re 5,040 6,058 A+ A+ Aa3 AA-
6 SCOR 4,740 6,049 A- A A2 A
7 Axis Capital 3,993 4,992 A A+ A2 na
8 PartnerRe 3,762 4,795 A+ A- Aa3 AA
9 Arch Capital 3,305 4,030 A A A2 A+
10 Transatlantic 3,321 4,018 A A+ Aa3 na
Paris Re 2,045 2,045 A- A- na Na
- -----------------------------------------------------------------------------------
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July 7, 2009 21
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
Business Lines
Casualty
Property
Motor
Multiline and other
Agriculture
Aviation
Catastrophe
Credit/Surety
Programs
Engineering
Energy
Marine
Specialty casualty
Specialty Property
Life
Geography
Europe
N. America 46%
Asia, Aus & NZ
Caribbean & LA
Africa & Middle East
Treaty Type
Proportional
Non-Proportional
Facultative
[GRAPHIC OMITTED]
Provides a broader, deeper product offering with improved balance to our book
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July 7, 2009 22
Next Steps
Today - Awaiting approvals Companies continue to
Q4 2009 on block purchase operate as separate entities
transaction
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End of Block purchase PartnerRe has influence via the Board
Q4 completed and majority ownership. Responsibility
2009/ PartnerRe is majority with day-to-day activity rests with
Early Q1 2010 owner PARIS RE management
Exchange offer for
remaining shares* Integration planning underway
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 7, 2009 23
What this means to you
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July 7, 2009 24
Our Commitment to you
We will reduce uncertainty as soon as possible
We are building the future organization together
o Objective
o Process
o Principles for integration
We will share our integration principles with you
You will be treated fairly and with respect
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July 7, 2009 25
Integration Principles: Group
The ongoing entity will be PartnerRe
The strategy and financial targets of PartnerRe remain in place
PartnerRe's risk culture, risk appetite will remain the same; limits will
adjust to the increased Economic Capital
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July 7, 2009 26
Integration Principles: People
Staff will be treated fairly and with respect
You will maintain your job for twelve months following this announcement
When the future structure is decided; we will communicate, within legal
requirements and while avoiding distractions to the business
We will have integration teams comprised of both PARIS RE & PartnerRe employees
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July 7, 2009 27
Integration Principles: Clients
Continuity will be a primary goal in managing client relations through the
integration
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
Any exit of business will be measured and communicated in advance
Where channel conflict occurs on a program, existing channels will be protected
until clients direct otherwise
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July 7, 2009 28
Our Organizational Commitment
Create a respectful environment where employees are proud to work
Maintain an engaged workforce by providing all employees with tools and
processes needed to develop self and others
Commit to replacing our key leaders from within the organization - Goal: 75%
replacement rate
Provide competitive total rewards with an appropriate emphasis on performance
based compensation aligned with shareholder interests
Provide ownership opportunities for employees
Conduct honest, consistent, transparent communication
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July 7, 2009 29
Conclusion
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July 7, 2009 30
You bring to PartnerRe
Experience
Strong skills and capabilities
Deep underwriting talent
Compatible core values
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July 7, 2009 31
PartnerRe presents opportunities for you
A stable company with a long-term view
Commitment to developing talent
Flexibility and ownership within a clearly defined framework
Together we will build an enhanced organization with opportunity
for personal and professional growth
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