PartnerRe shareholders to vote on proposed takeover by EXOR

Bermuda insurer PartnerRe Ltd. announced Monday that its shareholders will vote Nov. 19 on a proposed US$6.9 billion acquisition by EXOR S.p.A.

EXOR originally offered to buy PartnerRe two months after PartnerRe’s board of directors recommended a merger with Axis Capital Holdings Ltd. Both Axis and PartnerRe are based in Pembroke, Bermuda, both write reinsurance and commercial primary insurance worldwide and both have branch offices in Toronto.

As recently as July, PartnerRe was recommending shareholders vote in favour of a merger with Axis Capital. However, on Aug. 3, PartnerRe said it had reached a definitive agreement to be bought by EXOR and terminated the merger agreement with Axis.

Related: EXOR deal ‘may not be the end of the discussion’ on fate of PartnerRe: A.M. Best

PartnerRe, which is traded on the New York Stock Exchange, has scheduled a special general meeting for its shareholders Nov. 19 in Bermuda.

EXOR, a Turin, Italy-based investment firm controlled by the Agnelli family, is the controlling shareholder of Fiat Chrysler Automobile and CNH Industrial N.V. a manufacturer of power trains as well as heavy equipment under the Case and New Holland brands. EXOR’s other holdings include The Economist magazine and the Juventus Football Club.

If EXOR’s offer to buy PartnerRe is approved, PartnerRe expects it would close in 2016.

In addition to reinsurance, PartnerRe writes specialty lines, including property, casualty, auto, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property and specialty casualty.

Related: PartnerRe agrees to be bought by EXOR, terminates merger agreement with Axis Capital

In addition to it Bermuda office, PartnerRe’s principal offices are in Dublin, Greenwich, Conn., Paris and Zurich.

PartnerRe was ranked ninth, by A.M. Best Company Inc., when measured by reinsurance premiums (including life) written in 2014. Oldwick, N.J.-based A.M. Best released its rakings in a segment review of reinsurance released Sept. 2. Axis Capital ranked 16th.

When Axis Capital and Partner originally announced their merger agreement Jan. 25, Axis said it would create a global top 5 reinsurer. At the time, Costas Miranthis stepped down as chief executive officer of PartnerRe and was replaced on an interim basis by David Zwiener, former chairman of the audit committee of PartnerRe’s board of directors

“Although the Axis Capital deal originally was accepted by PartnerRe management, Exor SpA made several increasingly lucrative hostile offers eclipsing the monetary value of the Axis Capital offer,” A.M. Best said in a recent report, titled Return of the Mega Deal During First Half of 2015. “The final offer from Exor was ultimately accepted after a proxy advisory company recommended shareholders vote in favor of f the Exor offer. We believe this may not be the end of the discussion as shareholders are still set to vote on the final Exor offer.”