PartnerRe to Pursue Acquisition of the Remainder of PARIS RE Shares

Bermuda-based PartnerRe Ltd. announced that it has entered into definitive agreements amending the acquisition structure of PARIS RE Holdings Limited (Euronext:PRI), the French-listed, Swiss-based diversified reinsurer that it’s in the process of acquiring [See IJ web site – https://www.insurancejournal.com/news/international/2009/07/06/101953.htm.]

PartnerRe said it would move “directly to a merger vote in lieu of an exchange offer,” and that “the amended structure is expected to expedite PartnerRe’s acquisition of PARIS RE, while keeping unchanged the consideration granted to PARIS RE shareholders.”

PartnerRe had already acquired 6 percent of PARIS Re shares. It then entered into agreements to acquire an additional 77 percent. In these transactions, PartnerRe offered (subject to certain adjustments) the same exchange ratio of 0.30 PartnerRe common shares for each PARIS RE common share. The closing of the 77 percent block purchase is currently expected to occur in October 2009, subject to certain conditions, including the approval of certain insurance and competition regulatory authorities. At that point PartnerRe would own approximately 83 percent of the shares.

“Following the closing of the block purchase, PARIS RE has agreed to call a meeting of its shareholders to vote on a proposal to effect a merger, governed by Swiss law, of PARIS RE into a wholly-owned subsidiary of PartnerRe,” the bulletin explained. “Through such merger, PartnerRe would acquire the remainder of PARIS RE’s outstanding shares at the same 0.30 exchange ratio.”

PartnerRe added that it expects PARIS RE to “provide its shareholders, together with the invitation for the shareholders’ meeting, a shareholders’ information letter detailing the revised acquisition structure and informing the PARIS RE shareholders of their right to inspect the merger documentation (including the merger agreement and a merger audit report) during the 30-day period prior to the meeting. The merger, when approved by the holders of at least 90 percent of all outstanding PARIS RE voting rights, is expected to become effective in December 2009.

“PartnerRe intends to obtain a listing for its shares on the Euronext Paris stock exchange, which will be effective upon completion of the merger. PartnerRe will also seek to implement measures to enhance shareholders’ access to liquidity including through the New York Stock Exchange. Further details as to these measures will be provided in another press release to be issued before the meeting of PARIS RE’s shareholders to vote on the merger.”
Source: PartnerRe Ltd – www.partnerre.com