PartnerRe Ltd. (NYSE:PRE) (the “Company”) today announced that the
acquisition of the Company by EXOR has been completed in accordance with
the terms of the merger agreement, previously announced on August 3,
2015.
Under the terms of the merger agreement, common shareholders of record
as of immediately prior to the effective time of the Merger are entitled
to receive per share consideration of $137.50 and a one-time special
cash dividend of $3.00 per share. The Company is also paying a pro-rata
quarterly dividend of $0.13 per common share for the period March 1-
March 17, 2016, payable to common shareholders of record as of
immediately prior to the effective time of the Merger. Pursuant to the
terms of the merger agreement and effective immediately, PartnerRe
common shares will no longer be traded on the New York Stock Exchange
(“NYSE”).
In connection with the consummation of the transaction, holders of the
Company’s outstanding preferred shares as of the Closing are entitled to
receive a cash payment of $1.25 per share (approximately $42.7 million
in the aggregate). The Company’s preferred shares will continue to be
traded on the NYSE following the Closing. Additional information will be
provided in due course relating to the launch of an exchange offer,
referred to as the Alternate Exchange Offer in the merger agreement,
whereby existing preferred shares can be exchanged for new preferred
shares with an extended redemption date.
The Company also announced its Board of Directors will be comprised of
John Elkann, Mario Bonaccorso, Brian Dowd, Patrick Thiele and Enrico
Vellano (see biographies below).
The new Board of Directors is scheduled to convene for the first time on
March 24, 2016, when they expect to nominate the Chairman and appoint
the next permanent CEO (who is expected to be selected from PartnerRe’s
existing management).
Board member biographies:
John Elkann
John Elkann is Chairman and Chief Executive Officer of EXOR and Chairman
of Fiat Chrysler Automobiles N.V. Born in New York in 1976, Mr. Elkann
obtained a scientific baccalaureate from the Lycée Victor Duruy in
Paris, and graduated in Engineering from Politecnico di Torino
University. While at university, he gained work experience in various
companies of the Fiat Group in the UK and Poland (manufacturing) as well
as in France (sales and marketing). He started his professional career
in 2001 at General Electric as a member of the Corporate Audit Staff,
with assignments in Asia, the USA and Europe. John Elkann is Chairman of
Giovanni Agnelli e C. Sapaz. and Italiana Editrice. He is a board member
of CNH Industrial, The Economist Group and News Corporation. Mr. Elkann
is a member of MoMA’s board of trustees and serves as Vice Chairman of
the Italian Aspen Institute and of the Giovanni Agnelli Foundation.
Mario Bonaccorso
Mario Bonaccorso is Managing Director of EXOR, where he is responsible
for Investments and for the management of EXOR’s portfolio companies.
Mr. Bonaccorso has held that position since October 2007. Prior to
joining EXOR, Mr. Bonaccorso worked as a Research and Development
Telecom Engineer at Qualcomm Inc., as an engagement manager at
McKinsey&Co. and as Chief Investment Officer of Jupiter Finance. Born in
Italy in 1976, Mr. Bonaccorso has a Master of Science cum laude in
Telecommunications Engineering at Politecnico di Torino University and
an MBA with honors from INSEAD. Mr. Bonaccorso has served on behalf of
EXOR on the Board of Directors of Cushman & Wakefield, Banijay Holding
and Banca Leonardo and currently serves as a director of EXOR SA.
Brian Dowd
Brian Dowd was a member of the Office of the Chairman, focusing on
underwriting-related matters including oversight of the ACE Group’s
product boards, the general underwriting disciplines of the company’s
profit centers, outward reinsurance placements and run-off operations,
as well as special strategic projects. Mr. Dowd previously held relevant
positions at ACE from 1997 until his appointment as Chairman of ACE’s
Insurance – North America business segment in 2006. He also held the
role of Vice Chairman, ACE Limited from 2009 until his retirement in
2015. Prior to that, Mr. Dowd held underwriting positions of increasing
responsibility at Arkwright Mutual Insurance Company over a seven-year
period. He holds a Bachelor of Science in Finance from Northern Illinois
University as well as the Chartered Property Casualty Underwriter (CPCU)
professional designation.
Patrick Thiele
Patrick A. Thiele served as Chief Executive Officer of PartnerRe Ltd.
from 2000 until his retirement in 2010. In February 2014, Mr. Thiele
joined the board of One Beacon Insurance Group, and in February 2015, he
joined the boards of the investment companies in the Mairs and Power
family of mutual funds. Mr. Thiele previously held executive roles at
CGU (now Aviva) and at The St. Paul Companies, where he spent the first
20 years of his insurance career, culminating in his appointment as its
Chief Executive Officer of Worldwide Insurance Operations. Mr. Thiele
began his career in 1975, working as a securities analyst with the
National Bank of Detroit. He holds both a B.S. in Finance and an MBA
from the University of Wisconsin, Madison, as well as the Chartered
Financial Analyst designation.
Enrico Vellano
Enrico Vellano is the Chief Financial Officer (CFO) of EXOR. He was born
in Torino in 1967 and graduated in Economics at the University of
Torino. In 1992, he started his professional career at Arthur Andersen.
In 1995, he joined SAI Assicurazioni where he specialized in the
management of equities and bonds portfolios. In 1997, he started his
working experience at IFIL, the investment company controlled by the
Agnelli Family. He held increasingly senior positions until 2006 when he
was named Chief Financial Officer of IFIL, which was merged with IFI in
2009 to create EXOR. He is also a board member of Juventus Football
Club, Almacantar and Emittenti Titoli.
_____________________________________________
PartnerRe Ltd. is a leading global reinsurer, providing multi-line
reinsurance to insurance companies. The Company, through its wholly
owned subsidiaries, also offers capital markets products that include
weather and credit protection to financial, industrial and service
companies. Risks reinsured include property, casualty, motor,
agriculture, aviation/space, catastrophe, credit/surety, engineering,
energy, marine, specialty property, specialty casualty, multi-line and
other lines in its Non-life operations, mortality, longevity and
accident and health in its Life and Health operations, and alternative
risk products. For the year ended December 31, 2015, total revenues were
$5.4 billion. At December 31, 2015, total assets were $21.4 billion,
total capital was $7.7 billion and total shareholders’ equity
attributable to PartnerRe was $6.9 billion.
PartnerRe on the Internet: www.partnerre.com
Forward-looking statements contained in this press release are based
on the Company’s assumptions and expectations concerning future events
and financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. 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.
PartnerRe’s 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, credit,
interest, currency and other risks associated with the Company’s
investment portfolio, adequacy of reserves, levels and pricing of new
and renewal business achieved, changes in accounting policies, risks
associated with implementing business strategies, and other factors
identified in the Company’s filings with the Securities and Exchange
Commission. 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. The Company disclaims any
obligation to publicly update or revise any forward-looking information
or statements.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160318005501/en/