Subject: Integration
Update
Dear Colleagues,
Following a press release issued by
PARIS RE yesterday, I would like to give you an update on recent developments in
the planned integration of PartnerRe and PARIS RE.
As agreed when we originally negotiated
this deal, once PartnerRe has majority ownership of PARIS RE, six of PARIS RE’s
board members will step down. These board members will be replaced by six of
PartnerRe’s own senior executives: Costas Miranthis (as Chairman of the Board),
Albert Benchimol, Tad Walker, Emmanuel Clarke, Bill Babcock and myself. Together
we will represent a majority of PARIS RE’s board. This was formalized at an
extraordinary general meeting of PARIS RE’s shareholders held in Zug on August
11th.
While this is an important step in the
process, it will not take effect until the closing of the block purchase,
expected to take place in Q4. At that point, PartnerRe will have a majority
representation on PARIS RE’s board and strategic influence over the
company.
Also at the EGM, shareholders agreed to
reduce PARIS RE's share capital, so paving the way for the share capital
repayment - effectively a return of capital to PARIS RE’s shareholders prior to
closing of the transactions. They also approved changes to two of the provisions
of the company's Articles of Incorporation that will further ease the
integration process.
As the transaction continues to progress
and as integration planning intensifies, we will continue to keep you informed
and I look forward to talking to you further at the next Group video conference
on September 1.
Best regards
Bruno
Additional
Information and Where to Find It: On August 6, 2009, PartnerRe filed with
the Securities and Exchange Commission (“SEC”) a preliminary proxy statement and
plans to file with the SEC and mail to its shareholders a definitive proxy
statement. In addition, if required by applicable laws and regulations,
PartnerRe 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 these documents if and when they become available and any other relevant
documents filed with the SEC because they will contain important information.
Investors and shareholders will be able to obtain these documents (if and when
they are available) 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. Other information
regarding the participants in the proxy solicitations and a description of their
direct and indirect interests by security holdings or otherwise, is described in
the preliminary proxy statement, and when it becomes available, will be
described in the definitive proxy statement, filed with the SEC in connection
with the proposed transactions.
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 Autorité des Marchés 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.