425 1 d425.htm FORM 425 Form 425

Filed by ACE Limited pursuant

to Rule 425 under the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-6 under the

Securities Exchange Act of 1934, as amended.

Subject Company: ACE Limited

Subject Company’s Commission File No.:001-11778

Registration Statement No. 333-150367


Re-Domestication of ACE Limited


Cautionary Statement Regarding
Forward-Looking Statements
Forward-looking
statements
made
in
this
presentation
reflect
the
Company’s
current
views
with
respect
to
future
events
and
performance
and
are
made
pursuant
to
the
safe
harbor
provisions
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
statements
involve
risks
and
uncertainties,
which
may
cause
actual
results
to
differ
materially
from
those
set
forth
in
these
statements.
For
example,
the
Company’s
forward-looking
statements
about
the
re-domestication
and
its
anticipated
effects,
offices
and
operations,
stock
trading
matters,
and
tax
and
financial
matters
could
be
affected
by
risks
including
the
re-domestication
transactions
may
not
close,
shareholders
or
regulators
may
not
provide
required
approvals,
the
Company
may
encounter
difficulties
moving
jurisdictions
and
opening
new
offices
and
functions,
tax
and
financial
expectations
and
advantages
might
not
materialize
or
might
change,
the
Company’s
stock
price
could
decline
and
its
position
on
stock
exchanges
and
indices
could
change,
and
Swiss
corporate
governance
and
regulatory
schemes
could
prove
different
or
more
challenging
than
currently
expected.
In
addition,
the
Company’s
business
in
general
will
continue
to
be
subject
to
risks
including
competition,
pricing
and
policy
term
trends,
the
levels
of
new
and
renewal
business
achieved,
market
acceptance,
changes
in
demand,
the
frequency
of
unpredictable
catastrophic
events,
actual
loss
experience,
uncertainties
in
the
reserving
or
settlement
process,
new
theories
of
liability,
judicial,
legislative,
regulatory
and
other
governmental
developments,
litigation
tactics
and
developments,
investigation
developments
and
actual
settlement
terms,
the
amount
and
timing
of
reinsurance
recoverable,
credit
developments
among
reinsurers,
actual
market
developments,
rating
agency
action,
possible
terrorism
or
the
outbreak
and
effects
of
war
and
economic,
political,
regulatory,
insurance
and
reinsurance
business
conditions,
as
well
as
management’s
response
to
these
factors,
and
other
factors
identified
in
the
Company’s
filings
with
the
Securities
and
Exchange
Commission.
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
undertakes
no
obligation
to
publicly
update
or
revise
any
forward-looking
statements,
whether
as
a
result
of
new
information,
future
events
or
otherwise.


ACE has grown considerably in past 23 years; Cayman
domicile was more suitable for smaller enterprise
Current domicile is incompatible with ACE as a major, global
NYSE-listed company with significant presence in the U.S.,
Europe, Asia and Latin America
Re-domicile reduces potential regulatory, political, financial
risks
Re-domicile increases strategic and capital flexibility with no
significant downside risks and little impact on business
operations
Why is ACE Limited re-domesticating?


Major financial center, home to many global financial and
insurance companies
Great stability –
political, economic and regulatory
A tradition of respecting the rule of law
Relatively sophisticated financial regulation
A network of excellent relations with major developed and
developing countries around the world
Reliable tax treaties
A centuries-old tradition of capitalism
Why re-domesticate to Zurich, Switzerland?


A highly reputable jurisdiction with an image that is more in
keeping with ACE
Enhanced corporate structure
Strategic flexibility
Predictable legal and tax environment
Costs little to nothing in net expense
No material change to effective tax rate
What are the benefits to the Company?


More shareholder-friendly jurisdiction: Swiss legal and
regulatory system well-established and respected
Financial reporting still in U.S. GAAP and in U.S. dollars
Shares still listed on NYSE
Dividend still paid in U.S. dollars
Increased shareholder rights:
Shareholder approval of capital changes and dividends
No poison pill
Shareholder pre-emptive rights
What are the benefits to Shareholders?


Bermuda
Executive Offices
ACE Limited
Management Holding Company
Bermuda Insurance &
Reinsurance Subsidiaries
New York
Executive Offices
ACE Group Holdings
US & International Insurance &
Reinsurance Subsidiaries
Switzerland
Strategic Holding Company
ACE Limited
Swiss Insurance &
Reinsurance Subsidiaries
What will ACE look like after re-
domestication?


What are Shareholders being asked to vote
on?
De-registration of the Company in Cayman Islands
Market valuation of the Company’s subsidiaries for unconsolidated
balance sheet purposes
Increase in the par value of shares and a change in the par value
currency from U.S. dollars to Swiss Francs
Continuation of the Company in Switzerland, including
Company name
Purpose
Rearrangement of existing share capital
Articles of association
Swiss law to govern Company
Principal place of business –
Zurich
Appointment of special auditor, BDO Visura
Authorization of quarterly dividends (par value reductions) to be paid
prior to 2009 AGM


Additional information
ACE
Limited
has
filed
a
definitive
proxy
statement/prospectus
with
the
SEC
in
connection
with
the
proposed
transaction.
This
document
is
not
a
substitute
for
the
definitive
proxy
statement/prospectus
or
any
other
documents
ACE
has
filed
or
will
file
with
the
SEC.
Investors
and
security
holders
are
urged
to
read
the
definitive
proxy
statement/prospectus
and
any
other
relevant
documents
filed
or
to
be
filed
by
ACE
because
they
contain
or
will
contain
important
information
about
the
proposed
transaction.
The
definitive
proxy
statement/prospectus
is,
and
other
documents
filed
or
to
be
filed
by
ACE
with
the
SEC
are
or
will
be,
available
free
of
charge
at
the
SEC’s
Web
site
(www.sec.gov)
or
from
Investor
Relations,
ACE
Limited,
17
Woodbourne
Avenue,
Hamilton,
HM
08,
Bermuda,
Telephone:
(441)
299-9283.
ACE
and
its
directors,
executive
officers
and
other
employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
connection
with
the
proposed
transaction.
Information
regarding
ACE’s
directors
and
executive
officers
and
their
interests
is
available
in
the
definitive
proxy
statement/prospectus
and
the
other
relevant
documents
filed
with
the
SEC.
This
document
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offering
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
U.S.
Securities
Act
of
1933,
as
amended.