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Original Risk: A Society for Change Agents

PartnerRe and AXIS Capital evaluate improving merger deal


As expected reinsurance firm PartnerRe and insurer and reinsurer AXIS Capital are now evaluating their options with respect to how they could enhance or improve their amalgamation agreement for the shareholders benefit.

This comes on the heels of EXOR having improved its all-cash offer for PartnerRe, as the Italian holding company seeks to secure the reinsurance firm for itself.

That has put PartnerRe and AXIS onto the back foot and is now forcing them to come up with better deal terms themselves, as they still hope to persuade PartnerRe’s shareholders to vote in favour of the AXIS deal.

The companies today announced that they are “jointly exploring enhancements to the terms of their amalgamation agreement.”

As a result of this the shareholder meetings to approve the amalgamation agreement, originally scheduled for July 24th 2015 have now been moved back to August 7th 2015.

That delays the ability of shareholders to finally have a say and is likely to result in some push back from any activist investors that care to speak out.

The firm’s say that they are “committed to ensuring that common and preferred shareholders benefit materially from the combination of the two companies.”

It will be interesting to see what enhancements AXIS and PartnerRe can come up with, and whether they are seen by shareholders to be sufficiently valuable to them.

Given the types of investors that now hold PartnerRe shares, including many hedge funds and arbs, it will be interesting to see how they would respond if further capital returns such as dividends were proposed. Many would now rather see PartnerRe put its excess capital to work, rather than increasingly disburse it.

How the amalgamation can be sufficiently enhanced to get shareholders onside will be interesting to see. But it is a signal that it is not over yet in this three-way M&A tussle.

For the full story see our previous articles, most recent first:

As EXOR pursues PartnerRe, AXIS could attract buyer: Macquarie.

Activist Sandell says PartnerRe board misinforming shareholders.

AXIS needs to match, or beat, EXOR’s improved PartnerRe offer.

EXOR enhances deal terms for PartnerRe shareholders.

PartnerRe unimpressed with EXOR’s expanded completion guarantee.

EXOR sweetens PartnerRe offer with completion guarantee.

EXOR says receiving positive response from PartnerRe shareholders, plus updates from both sides.

PartnerRe cites inadequate price, unacceptable risk of EXOR offer.

Confusion over whether Arch is bidding for AXIS, or not.

KBW analysts still give AXIS the edge to win PartnerRe deal.

Arch said to be considering AXIS Capital bid: Reports.

Analysts feel EXOR has improved chance of buying PartnerRe.

EXOR capital structure has no bearing on PartnerRe rating: S&P.

EXOR accuses PartnerRe board of “engineering” AXIS transaction.

PartnerRe Board urges Preferred Shareholders to vote for AXIS merger.

Bermuda court rules against Exor’s shareholder detail request.

PartnerRe shareholders should vote to go with AXIS: KBW analysts.

PartnerRe says Exor’s lawsuit claims “without merit”.

Exor sues to gain access to PartnerRe shareholder details.

PartnerRe-AXIS : $60m fees from third-party reinsurance capital by 2017.

EXOR welcomes PartnerRe shareholder vote, Sandell questions Board.

PartnerRe rejects EXOR again, to proceed with vote on AXIS merger.

EXOR says will engage with PartnerRe board, but not on price.

AXIS prepared to go it alone if PartnerRe deal breaks up.

PartnerRe board wants improved EXOR bid, or it’s back to AXIS.

AXIS unlikely to sweeten PartnerRe offer to match EXOR: Reuters.

Shareholders hold key to PartnerRe’s future, EXOR bid preferred.

EXOR increases offer for PartnerRe, becomes largest shareholder.

Exor to consider increasing bid for PartnerRe, reports.

AXIS, PartnerRe committed on merger. EXOR commits to its offer.

Major shareholder prefers EXOR’s bid for PartnerRe over AXIS’.

EXOR bids $6.4B for PartnerRe, to get into reinsurance.

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