EXHIBIT 99
National Re Corporation
PRESS RELEASE
NATIONAL RE CORPORATION ANNOUNCES
MERGER AGREEMENT WITH GENERAL RE
7/1/96
BUSINESS EDITORS
Stamford, CT, July 1, 1996...... NATIONAL RE CORPORATION and GENERAL RE
CORPORATION have entered into a definitive merger agreement between the two
companies.
Under the National Re shareholders will have the option at the closing of
accepting either
$53 in cash or $53 value in General Re stock. For shareholders stock, the
transaction will be tax free. The total consideration from the acquisition
is approximately $940 million.
The transaction provides for a minimum stock component of 50%. There is no
minimum cash component. National Re shareholders electing to receive stock
will receive no less than 0.3212 or more than 0.3926 of a General Re share.
Under the terms of the agreement, the parties have agreed to a breakup fee
of $25 million or approximately $1.40 per National Re share.
General Re plans to finance the cash component of the transaction from
internal sources. It is anticipated that the transaction which is
subject, among other things, to regulatory approval and the approval of
National Re shareholders, will be completed in the fourth quarter.
General Re expects that the transaction will not be dilutive to 1997
operating earnings.
National Re also announced that certain significant stockholders of
National Re have entered into agreements to support the transactions.
These shareholders collectively own 22% of National Re's outstanding common
shares.
William D. Warren, National Re's Chairman, Chief Executive Officer and
President commented: "We are very pleased to become part of the General Re
organization. General Re is a world leader in the reinsurance industry and
will provide us with the opportunity to expand our scope and better utilize
both companies' expertise and resources. Our shareholders and clients will
benefit from joining with a company that is the global leader in a dynamic
and growing field."
"The acquisition of National Re complements and solidifies General Re's
position as the leading U.S. reinsurer and augments our position as the
premier global reinsurer," stated Ronald E. Ferguson, General Re's Chairman
and Chief Executive Officer. "National Re's business philosophy and
culture are very similar to that of General Re, and the added account
portfolio will be an excellent fit with our own. National Re and General
Re are committed to the same principles, namely, having the best people,
underwriting for profit, providing superior client service, working
directly with our clients and writing predominantly excess reinsurance. I
am tremendously pleased that we have been able to reach an agreement
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which is beneficial to the shareholders, clients and staffs of both companies
and we look forward to working together."
James E. Gustafson, General Re's President and Chief Operating Officer
added, "We are truly excited about the opportunities that can be created
from combining the National Re team with our own team. Both companies'
underwriters, marketers and other staff will benefit greatly from working
together. Although we have a similar culture and philosophy toward
business, there is little overlap of clients or accounts in our portfolios.
By bringing our two organizations together, we broaden our market reach."
National Re Corporation, through its wholly owned subsidiary, National
Reinsurance Corporation is one of six major writers of property and
casualty reinsurance in the United States. National Re focuses its treaty
marketing efforts on small to medium-sized, regional and specialty property
and casualty insurers. Facultative marketing efforts are directed toward
the full range of property and casualty insurers. The majority of the
company's premiums are from casualty reinsurance business. National Re
Corporation also provides risk management, underwriting and other
consulting services through its subsidiary National Risk Services, Inc. and
provides reinsurance brokerage services through National Intermediaries,
Inc. The Corporation's remaining subsidiaries are Fairfield Insurance
Company, which operates as a primary insurance company and Global
Resolution, Inc.,
which provides consulting for running-off reinsurance claims and
liabilities.
General Re Corporation is a holding company for global reinsurance and
related risk assessment, risk transfer and risk management operations.
General Re owns General Reinsurance Corporation, the largest professional
property/casualty reinsurer domiciled in the United States, and also holds
a controlling interest in Kolnische Ruckversicherungs-Gesellschaft AG
(Cologne Re), a major international reinsurer. In addition, General Re
writes excess and surplus lines insurance through General Star Management,
provides alternative risk solutions through the Genesis Underwriting
Management and provides reinsurance brokerage services through
Herbert Clough Inc. In addition, General Re operates as a dealer in the
swap and derivatives markets through General Re Financial Products
Corporation. General Re also provides investment management services
through General Re-New England Asset Management, Inc.
National Re through its wholly-owned subsidiary, National Reinsurance
Corporation provides property and casualty reinsurance to insurers on a
direct basis. National Re, is rated A+ (Superior) by A.M. Best Company and
assigned a claims-paying ability of AA+ (Excellent) by Standard & Poor's.
Headquartered in Stamford, Connecticut, National Re has eight domestic
branch offices serving clients nationwide and international offices in
Canada and the United Kingdom.
CONTACT:NATIONAL RE CORPORATION, Stamford 203/329-7700
Anne M. Quinn, Vice-President