EX-99.C.5 4 y79475exv99wcw5.htm EX-99.C.5 exv99wcw5
Exhibit (c)(5)
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Materials Regarding: Project Diamond Preliminary Valuation Summary September 4, 2009

 


 

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Notice to Recipient Confidential “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are both registered broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. 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These policies prohibit employees from offering research coverage, a favorable research rating or a specific price target or offering to change a research rating or price target as consideration for or an inducement to obtain business or other compensation. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2009 Bank of America Corporation.

 


 

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Project Diamond Proposed Transaction Summary Transaction Value ($ in millions) Current Price $58.00 Offer Equity Value $2,913.3 $3,391.7 Plus: Restricted Stock Units 41.5 48.4 Plus: Net Value of Options 8.7 11.6 Fully Diluted Equity Value $2,963.6 $3,451.6 Basic Shares Outstanding 58,477,067 Plus: Restricted Stock Units 833,915 Plus: Total Options 350,044 Fully Diluted Shares Outstanding 59,661,026 Implied Offer Premiums Value $58.00 Offer Current Price (9/2/09) $49.82 16.4% 30 Days Prior Price $46.39 25.0% 60 Days Prior Price $39.40 47.2% 6 Month VWAP $41.65 39.3% 12 Month VWAP $42.96 35.0% 52 Week High / All Time High $54.56 6.3% IRR since IPO (1) 13.7% 15.8% IRR for S&P 500 (1) (0.6%) (0.6%) Transaction Multiples Current $58.00 Value Price Offer 2009E EPS (Street) $3.89 12.8x 14.9x 2009E EPS (Management) $4.38 11.4x 13.2x 2010E EPS (Street) $3.22 15.5x 18.0x 2010E EPS (Management) $4.59 10.8x 12.6x 6/30/09 Book Value $51.90 0.95x 1.11x 6/30/09 Tangible Book Value $51.05 0.97x 1.13x Source: Company filings. (1) Calculated as IRR of price change plus dividends from June 13, 2001 to September 2, 2009. Comparison to Peers Price / 6/30/09 Price / 2009E EPS Book Multiple (Mgmt) Multiple 1.20x 1.11x 16.0x 13.2x 0.95x 1.00x 0.89x 11.4x 12.0x 0.80x 0.60x 8.0x 6.8x 0.40x 4.0x 0.20x 0.00x 0.0x $58.00 Diamond Peer $58.00 Diamond Peer Offer Current Composite Offer Current Composite

 


 

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Project Diamond Diamond Stock Price Performance Historical Stock Price (3 Years) $55.00 $49.82 $50.00 $45.00 $40.00 $35.00 $30.00 $25.00 9/2/06 4/9/07 11/14/07 6/20/08 1/25/09 9/2/09 Indexed Price Performance (3 Years) 180% +63.4% 160% 140% 120% 100% (1.6%) 80% 60% 9/2/06 4/9/07 11/14/07 6/20/08 1/25/09 9/2/09 Diamond Reinsurance Peers (1) IRR since Diamond IPO(2) 18.0% 15.8% 15.0% 13.7% 12.2% 12.0% 9.0% 6.0% 5.3% 3.0% 3.0% 0.0% (0.6%) -3.0% (3.1%) -6.0% TRH S&P 500 RE PRE RNR Diamond Diamond Current @ $58.00 Source: FactSet, Bloomberg. As of September 2, 2009. (1) Reinsurance Peers include: RE, ACGL, AXS, PRE, TRH, AHL, AWH, MXGL, ENH, PTP, GLRE, RNR, VR, IPCR, MRH and FSR. (2) Calculated as IRR of price change plus dividends from June 13, 2001 to September 2, 2009.

 


 

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Project Diamond Summary of Comparative Price Performance 2009 YTD Change GLRE 40.8% TRH 19.9% MXGL 13.6% AWH 12.1% ENH 10.7% S&P 500 10.1% RE 9.2% FSR 7.7% AHL 5.0% IPCR 4.7% RNR 2.7% PRE 1.7% AXS 0.6% PTP (3.2%) Diamond (3.8%) VR (5.0%) MRH (5.5%) ACGL (8.4%) (25.0%) (12.5%) 0.0% 12.5% 25.0% 37.5% 50.0% Source: FactSet. As of September 2, 2009. 2008 Change Diamond 41.1% IPCR 3.6% PTP 1.5% VR 0.7% ACGL (0.4%) MRH (1.3%) PRE (13.6%) RNR (14.4%) AHL (15.9%) AWH (19.1%) RE (24.2%) AXS (25.3%) ENH (26.8%) FSR (29.7%) MXGL (36.8%) GLRE (37.5%) S&P 500 (38.5%) TRH (44.9%) (75.0%) (50.0%) (25.0%) 0.0% 25.0% 50.0%

 


 

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Project Diamond Historical Diamond Trading Analysis Volume Traded in Various Price Ranges Last Twelve Months Total Volume (‘000): 68,600 shares (427% of O/S Shares) 25% 22% 22% 20% 15% 14% 11% 10% 8% 7% 5% 4% 5% 2% 3% 1% 0% 0% $32 — $34 — $36 — $38 — $40 — $42 — $44 — $46 — $48 — $50 — $52 - $54 — $34$ 36 $38 $40 $42 $44 $46 $48 $50 $52 $54 $56 Last Six Months Total Volume (‘000): 32,080 shares (200% of O/S Shares) 30% 26% 25% 20% 18% 15% 14% 12% 10% 7% 6% 4% 5% 3% 3% 2% 1% 1% 1% 0% 1% 0% $36 — $37 — $38 — $39 — $40 — $41 — $42 — $43 — $44 — $45 — $46 — $47 — $48 — $49 — $50 — $37$ 38 $39 $40 $41 $42 $43 $44 $45 $46 $47 $48 $49 $50 $51 Cumulative Volume Traded 120% Weighted Average Price: $42.96 100% 100% 96% 100% 91% 83% 80% 70% 72% 63% 60% 40% 40% 19% 20% 5% 1% 0% $32 - $34 — $36 — $38 — $40 — $42 — $44 — $46 — $48 — $50 — $52 — $54 — $34$ 36 $38 $40 $42 $44 $46 $48 $50 $52 $54 $56 Source: FactSet. As of September 2, 2009. 120% Weighted Average Price: $41.65 96% 99% 100% 100% 87% 87% 93% 93% 78% 81% 85% 80% 71% 60% 45% 40% 27% 20% 13% 1% 0% $36 — $37 — $38 — $39 — $40 — $41 — $42 — $43 — $44 - $45 — $46 — $47 — $48 — $49 — $50 — $37$ 38 $39 $40 $41 $42 $43 $44 $45 $46 $47 $48 $49 $50 $51

 


 

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Project Diamond Historical Valuation Summary Price / Trailing Book Value Average Price / Book Value YTD Since Current 2009 1 Year 3 Years 5 Years Diamond IPO Diamond 0.95x 0.99x 1.00x 1.16x 1.10x 1.13x Diversified (1) 0.91x 0.89x 0.88x 1.12x 1.19x 1.27x Property Focused (2) 0.87x 0.86x 0.85x 1.03x 1.19x 1.35x Reinsurance Composite 0.89x 0.91x 0.91x 0.91x 0.91x 0.91x Source: FactSet, SNL. (1) Diversified peers include RE, AXS, ACGL, TRH, PRE, MXGL, AWH, ENH, AHL, PTP and GLRE. (2) Property Focused peers include RNR, MRH, VR, IPCR, and FSR.

 


 

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Project Diamond Comparative Operating Performance – Combined Ratios Diversified Reinsurance Property Focused Reinsurance 175% 300% 175% 252% 150% 150% 140% 124% 125% 125% 111% 110% 101% 104% 100% 101% 100% 96% 97% 100% 92% 96% 74% 84% 84% 73% 75% 75% 77% 79% 78% 74% 75% 70% 60% 60% 56% 50% 50% 56% 50% 49% 34% 35% 33% 25% 25% 0% 0% 2002 2003 2004 2005 2006 2007 2008 2009 2002 2003 2004 2005 2006 2007 2008 2009 YTD YTD Median 91.6% 90.0% 94.3% 115.9% 85.0% 83.6% 94.6% 89.5% Median 91.6% 90.0% 94.3% 115.9% 85.0% 83.6% 94.6% 67.6% Diamond 99.7% 97.1% 97.2% 117.6% 94.4% 95.5% 101.2% 96.5% Source: Company filings. Note: Diversified insurers include RE, ACGL, AXS, PRE, TRH, AHL, AWH, MXGL, ENH, PTP, GLRE and Diamond. Property focused include RNR, VR, IPCR, MRH and FSR.

 


 

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Project Diamond Comparative Operating Performance – ROE Diversified Reinsurance Property Focused Reinsurance 60.0% 60.0% 40.0% 40.0% 37.6% 31.5% 28.1% 29.4% 29.3% 27.1% 27.4% 25.3% 21.3% 19.9% 21.3% 19.5% 20.0% 20.0% 15.3% 13.2% 13.3% 12.3% 13.1% 17.1% 16.6% 15.2% 15.5% 14.5% 13.7% 10.4% 9.4% 7.9% 7.6% 7.7% 6.3% 0.0% 0.0% 5.2% 1.7% (1.0%) (14.1%) (11.9%) (20.0%) (20.0%) (22.2%) (40.0%) (40.0%) (60.0%) (60.0%) (55.8%) 2002 2003 2004 2005 2006 2007 2008 2009 Average 2002 2003 2004 2005 2006 2007 2008 2009 Average YTD YTD Median 8.7% 16.5% 13.9% (7.8%) 21.2% 21.0% 10.7% 16.8% 12.6% Median 16.9% 27.5% 8.3% (37.1%) 21.1% 17.8% 9.0% 17.1% 10.1% Diamond 8.5% 7.9% 8.5% (11.0%) 15.2% 10.4% 3.5% 10.4% 6.7% Source: Company filings. Note: Diversified insurers include RE, ACGL, AXS, PRE, TRH, AHL, AWH, MXGL, ENH, PTP, and Diamond. Property focused include RNR, VR, IPCR, MRH and FSR. GLRE excluded because no disclosed realized gains / losses.

 


 

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Project Diamond Comparative Operating Performance – Growth in Book Value/Share Diversified Reinsurance Property Focused Reinsurance 60.0% 60.0% 47.8% 40.2% 40.0% 40.0% 38.6% 32.6% 31.8% 32.4% 30.8% 31.5% 27.9% 23.4% 24.2% 20.0% 17.9% 20.0% 21.2% 14.3% 19.2% 15.6% 16.8% 16.4% 14.4% 12.9% 7.8% 8.6% 6.3% 6.1% 5.0% (1.7%) 0.0% 0.0% 1.9% (18.8%) (20.0%) (20.0%) (18.3%) (20.2%) (33.6%) (40.0%) (40.0%) (60.0%) (60.0%) (57.9%) 2002 2003 2004 2005 2006 2007 2008 2009 2002 2003 2004 2005 2006 2007 2008 2009 YTD YTD Median 14.3% 21.6% 16.1% (8.6%) 23.7% 23.1% (5.8%) 12.6% Median 20.4% 32.3% 6.1% (26.3%) 23.1% 18.0% (10.2%) 10.9% Diamond 30.8% 32.1% 16.1% (7.9%) 25.2% 31.8% 23.4% 14.4% Source: Company filings. Note: Diversified insurers include RE, ACGL, AXS, PRE, TRH, AHL, AWH, MXGL, ENH, PTP, GLRE and Diamond. Property focused include RNR, VR, IPCR, MRH and FSR.

 


 

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Project Diamond Publicly Traded Reinsurance Comparables Price/ 6/30/09 9/2/09 % of 52 Market Operating EPS ROAE Dividend Book Price/ (D+P)/ Company Price Wk. High Cap. ($mm) (1) 2009E 2010E 2009E 2010E Yield Value Book Cap. Everest Re $83.11 87% $5,057 7.5x 7.1x 12.3% 11.2% 2.3% $91.13 0.91x 15.5% AXIS 29.30 81 4,171 6.8 6.6 15.0 13.3 2.7 32.02 0.92 18.5 PartnerRe 72.48 94 4,106 7.0 7.4 14.3 11.6 2.6 75.27 0.96 19.4 Arch Capital 64.20 80 3,916 6.8 6.8 16.6 13.6 0.0 60.76 1.06 16.4 RenaissanceRe 52.95 93 3,300 6.2 6.8 17.4 12.1 1.8 55.40 0.96 24.2 Transatlantic 48.04 68 3,189 7.3 7.2 12.5 11.0 1.7 53.47 0.90 16.4 Allied World 45.51 98 2,254 5.4 6.0 17.3 13.7 1.6 50.32 0.90 16.7 Aspen 25.46 79 2,114 6.8 6.9 12.3 10.6 2.4 31.54 0.81 18.7 Endurance 33.79 94 1,929 5.8 6.3 16.0 12.5 3.0 39.97 0.85 21.9 Validus 24.85 93 1,900 5.2 5.1 18.0 15.7 3.2 28.26 0.88 12.4 IPC Holdings 31.31 95 1,756 6.9 6.5 12.6 11.8 2.8 35.84 0.87 0.0 Platinum Re 34.92 90 1,729 6.2 6.5 14.4 12.0 0.9 39.44 0.89 11.3 Montpelier Re 15.86 88 1,370 7.6 7.5 11.9 10.4 1.9 18.49 0.86 17.2 Max Capital 20.11 65 1,138 7.3 6.4 11.9 11.9 2.0 24.09 0.83 12.6 FlagstoneRe 10.52 79 893 5.7 5.0 13.4 12.0 1.5 15.40 0.68 16.2 Greenlight Capital 18.29 79 549 3.9 5.4 23.6 13.2 0.0 16.94 1.08 0.0 Mean 85% 6.4x 6.5x 15.0% 12.3% 1.9% 0.90x 14.8% Median 88 6.8 6.5 14.3 12.0 1.9 0.89 16.4 Diamond (Street) $49.82 91% $2,913 12.8x 15.5x 7.8% 5.8% 0.6% $51.90 0.95x 15.6% Diamond (Mgmt.) 11.4 10.8 8.8 8.0 Diamond (Mgmt. Adj.)(2) 9.8 9.4 10.1 9.4 Source: SNL, FactSet, Company filings. (1) Based on basic shares outstanding. (2) Management earnings normalized to provide an effective pre-tax yield of 4.5% on average invested assets.

 


 

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Project Diamond Minority Buy-In Premium Analysis (U.S. Targets with > 50% Ownership Pre-Transaction) – Last 5 Years Annc Close Equity Value Percent Premium Paid Over Annc Close Equity Value Percent Premium Paid Over Date Date Buyer Name Seller Name ($mm) Acquired 1 Day 5 Day 30 Day Date Date Buyer Name Seller Name ($mm) Acquired 1 Day 5 Day 30 Day 8/11/09 Pending TPG Capital LP Armstrong World Industries $156 12.0% 11% 15% 77% 2/6/06 5/16/06 Lafarge SA Lafarge North America 2,870 46.8% 33% 34% 57% 7/29/09 Pending Overseas Shipholding OSG America LP 56 46.7% 10% 22% 20% 1/19/06 1/19/06 Nestle SA Dreyer’s Grand Ice Cream 2,595 33.0% 0% 0% 1% 6/29/09 Pending The First American First Advantage Corp. 218 26.0% 10% 25% 25% 12/13/05 11/1/06 Societe Virbac SA Virbac Corp. 51 39.7% 57% 53% 44% 3/25/09 6/5/09 The Hearst Corp. Hearst-Argyle Television 76 18.0% 115% 150% 13% 10/10/05 1/6/06 ev3, Inc. Micro Therapeutics 114 29.8% 33% 41% 34% 3/23/09 5/29/09 Cox Enterprises, Inc. Cox Radio, Inc. 82 21.6% 45% 48% (11%) 9/27/05 12/13/05 Vector Group Ltd. New Valley LLC 102 42.3% 45% 44% 45% 10/21/08 Pending BGH GP Holdings Buckeye GP Holdings 188 38.8% 23% 18% 0% 9/1/05 11/9/05 Seven & I Holdings 7-Eleven, Inc. 1,182 22.7% 32% 31% 14% 8/12/08 9/29/08 Mitsubishi UFJ Financial UnionBanCal Corp. 3,513 34.6% 26% 29% 82% 7/8/05 3/22/06 V&S Vin & Sprit AB Todhunter International 58 36.4% 12% 9% 104% 7/21/08 3/26/09 Roche Holding AG Genentech, Inc. 44,291 44.3% 16% 26% 29% 3/4/05 5/16/05 Vishay Intertechnology Siliconix, Inc. 199 19.6% 17% 19% 12% 3/10/08 1/2/09 Nationwide Mutual Nationwide Financial 2,471 33.7% 38% 29% 32% 2/21/05 7/21/05 Novartis AG Eon Labs, Inc. 889 32.3% 11% 8% 14% 10/23/07 5/9/08 Waste Industries Waste Industries USA, Inc. 264 49.0% 33% 41% 28% 1/27/05 4/20/05 Danisco A/S Genencor International 184 16.0% 24% 22% 21% 7/17/07 4/15/08 Alfa Mutual Alfa Corp. 821 46.1% 45% 45% 31% 1/18/05 6/15/05 Liberty Media Intl UnitedGlobalCom 3,770 47.0% (2%) 2% 8% 2/22/07 9/28/07 American Financial Great American Financial 222 19.0% 13% 15% 9% 1/10/05 3/21/05 News Corp. Fox Entertainment Group 6,055 40.9% 11% 11% 17% 1/24/07 9/27/07 AIG 21st Century Insurance Grp 760 39.3% 35% 31% 28% 9/13/04 10/13/04 Rogers Communications AT&T Wireless Services 1,359 34.0% (2%) (4%) (6%) 11/20/06 4/20/07 Toronto-Dominion Bank TD Banknorth, Inc. 3,176 43.0% 7% 8% 11% Summary Statistics: 10/9/06 6/22/07 Nielsen (Valcon) NetRatings, Inc. 296 39.5% 44% 45% 45% All Deals — 5 years (31) Mean 26% 29% 26% Median 23% 25% 20% 3/21/06 5/25/06 Erie Indemnity Co Erie Family Life Insurance 75 24.9% 7% 14% 13% FIG Deals (7) Mean 24% 24% 29% 3/17/06 7/26/06 William Lyon Homes William Lyon Homes 241 25.5% 44% 51% 8% Median 26% 29% 28% 3/13/06 9/29/06 Lukoil Holdings OAO Chaparral Resources 89 40.0% 9% 10% 13% Source: Factset Mergerstat. Note: Screen includes public completed or pending transactions with an equity value of greater than $50mm where the acquiror owns 50% or more of the target prior to announcing the transaction. Premiums based on 1, 5 and 30 trading days. Bold denotes FIG transaction.

 


 

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Project Diamond Summary of Partner Re/Paris Re Transaction Transaction Values Transaction Multiples – Paris Re (PRI) ($ in millions, except per share data) Ann Date (7/6/09) PRI Ann Date Proposed stock exchange ratio 0.3000 Values (7/6/09) PRE share price $64.60 2009E EPS (Street) $2.32 10.0x Implied stock consideration $19.38 2010E EPS (Street) $2.42 9.6x Cash component (Pre-close Dividend) 3.85 Total consideration per share of PRI $23.23 12/31/08 Book Value (Diluted) $26.49 0.88x Stock consideration $1,562.4 12/31/08 Tangible Book (Diluted) $23.74 0.98x Cash consideration 310.4 Plus: Non-vested restricted stock units 31.0 3/31/09 Book Value (Diluted) $24.95 0.93x Plus: Net impact of options 6.0 Plus: Net impact of warrants 53.6 3/31/09 Tangible Book (Diluted) $22.59 1.03x Fully diluted value ($mm) $1,963.5 Implied Offer Premiums (1) Multiples – PartnerRe (PRE) Ann Date PRE Ann Date PRI (7/6/09) Values (7/6/09) 7/3/09 (day prior) $17.18 35.2% 2009E EPS (Street) $9.64 6.7x 30 Day average $17.24 34.7% 2010E EPS (Street) $9.64 6.7x 60 Day average $17.88 29.9% 12/31/08 Book Value (Diluted) $63.95 1.01x 90 Day average $18.44 26.0% 12/31/08 Tangible Book (Diluted) $56.48 1.14x IPO Price (7/12/07) $27.03 (14.1%) 3/31/09 Book Value (Diluted) $65.55 0.99x 3/31/09 Tangible Book (Diluted) $58.07 1.11x (1) Based on 7/3/09 Euro/USD exchange rate of 1.3971.

 


 

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Project Diamond Preliminary Diamond Valuation Summary Equity Value per Diluted Share – As of 9/2/09 Based on a preliminary review of financial projections provided by management Reference Points Valuation $80.00 Offer $70.00 Price: $58.00 $63.82 $63.39 $60.00 $56.00 $54.56 $54.29 $53.77 $51.90 $58.83 $50.00 $52.87 $49.94 $40.69 $45.00 $44.12 $44.35 $40.00 $35.05 $31.15 $30.00 Current $31.55 $30.51 Price: $26.29 $49.82 $20.00 $23.36 $10.00 Last 52 Weeks Research Analyst Price / Book Value Price / 09E Earnings Price / 09E Earnings Price / 09E Earnings 1 Day Prior 30 Days Prior Management Management Trading Value Price Targets (Street) (Mgmt) (Mgmt Adj)(2) Estimates Estimates (Full capital gains) (No capital gains) Public Comparables Minority Buy-in Premiums Discounted Cash Flow Analysis(1) Metrics / High: $54.56 $45.00 — $56.00 6/30/09 BVPS 2009E Earnings 2009E Earnings 2009E Earnings Premium to Premium to Discount rate: Discount rate: Methodology / Low: $31.55 of $51.90 of $3.89 (Street) of $4.38 (Mgmt) of $5.09 (Mgmt Adj) price of $49.86 price of $43.43 10% – 12% 10% – 12% Multiples 0.85x – 1.00x 6.0x – 8.0x 6.0x – 8.0x 6.0x – 8.0x ± 5% vs. 5 yr median ± 5% vs. 5 yr median Terminal value: Terminal value: premium of 23% premium of 20% 1.00x — 1.20x BV 1.00x — 1.20x BV (1) Based on illustrative financial projections. (2) Management earnings normalized to provide an effective pre-tax yield of 4.5% on average invested assets.