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Organization
6 Months Ended
Jun. 30, 2015
Disclosure - Organization [Abstract]  
Organization
1. Organization
PartnerRe Ltd. (PartnerRe or the Company) predominantly provides reinsurance and certain specialty insurance lines on a worldwide basis through its principal wholly-owned subsidiaries, including Partner Reinsurance Company Ltd., Partner Reinsurance Europe SE, Partner Reinsurance Company of the U.S. and, effective April 1, 2015, Partner Reinsurance Asia Pte. Ltd (PartnerRe Asia). Risks reinsured include, but are not limited to, property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multiline and other lines, mortality, longevity, accident and health and alternative risk products. The Company’s alternative risk products include weather and credit protection to financial, industrial and service companies on a worldwide basis.
In January 2015, the Company announced that PartnerRe Asia was licensed by the Monetary Authority of Singapore (MAS) to operate as a non-life and life reinsurer in Singapore. As of April 1, 2015, PartnerRe Asia became the principal reinsurance carrier for the Company’s business underwritten in the Asia Pacific region. The establishment of PartnerRe Asia has enabled the Company's Asian reinsurance operations to be consolidated into one regional, well-capitalized entity and will support its growing underwriting presence in the region.
On January 25, 2015, the Company entered into an Agreement and Plan of Amalgamation (Amalgamation Agreement) with Axis Capital Holdings Limited, a Bermuda exempted company (AXIS), pursuant to which the Company would amalgamate with AXIS (Amalgamation), and the two companies would continue as a single Bermuda exempted company (Amalgamated Company). The transaction, which is structured as a merger of equals, has been unanimously approved by the Boards of Directors of both companies. Under the terms of the Amalgamation Agreement, the Company’s shareholders would receive 2.18 shares of the Amalgamated Company’s common shares for each share of the Company’s common shares they own and AXIS’ shareholders would receive one share of the Amalgamated Company’s common shares for each share of AXIS’ common shares they own. The Amalgamated Company's headquarters would be located in Bermuda.
On April 14, 2015, the Company announced receipt of an unsolicited proposal from EXOR S.p.A. (EXOR), a European investment company controlled by the Agnelli family, to acquire 100% of the common shares of the Company for $130 per share in cash.
On May 3, 2015, the Company and AXIS amended the Amalgamation Agreement (Amendment to the Amalgamation Agreement) to allow the Company to pay a one-time special dividend of $11.50 per share to PartnerRe common shareholders in connection with the closing of the Amalgamation (one-time special dividend) and to increase the termination fee from $250 million to $280 million.
Because EXOR did not show any flexibility on its proposed price, on May 4, 2015, the Company’s Board of Directors (Board) announced that it had terminated discussions with EXOR regarding its $130 per share proposal.
On May 12, 2015, the Company announced receipt of a revised proposal from EXOR to acquire all of the outstanding common shares of the Company for $137.50 per share in cash.
On May 20, 2015, the Company announced that it was prepared to engage in discussions with EXOR to determine whether EXOR’s proposal, received on May 12, 2015, could be improved so that it is compelling, on price and terms, to the Company’s shareholders.
On May 21, 2015, EXOR announced that it was prepared to commence discussions once the Company's Board declares that EXOR’s binding proposal, received on May 12, 2015, is "reasonably likely to be a superior proposal,” as defined in the Amalgamation Agreement.
On May 22, 2015, the Company stated that by demanding to declare EXOR’s proposal “reasonably likely to be a superior proposal” as a precondition to any negotiations, EXOR effectively rejected the Company’s good faith offer made on May 20, 2015 to engage in discussions on price and other terms. The Company further stated that it will proceed to shareholder approval of the transaction with AXIS. 
On July 7, 2015, EXOR enhanced the terms of its proposal by providing (i) a 100 basis points increase in the preferred share dividend rate, (ii) call protection until 2021, and (iii) a commitment to limit distributions to common shareholders to an amount not greater than 67% of earnings until December 31, 2020.  
On July 10, 2015, PartnerRe and AXIS announced that the special general meetings of the shareholders of both companies to approve the Amalgamation Agreement that were originally scheduled for July 24, 2015, were postponed until August 7, 2015.
On July 16, 2015, PartnerRe and AXIS amended the Amalgamation Agreement further to increase the one-time special dividend to be paid by the Company to its common shareholders to $17.50 per share and, subject to certain conditions, to match the economic terms proposed by EXOR on July 7, 2015 in relation to the Company's preferred shares.
On July 20, 2015, EXOR further announced an increase in its proposal to acquire 100% of the common shares of PartnerRe for $137.50 per share in cash by adding one-time special dividend of $3.00 per share to be paid by PartnerRe to its common shareholders pre-closing.
On July 21, 2015, PartnerRe announced that it had determined that EXOR's enhanced proposal of July 20, 2015 would reasonably be likely to result in a superior proposal in accordance with the Amalgamation Agreement. As a result, the Board sought to engage in negotiations with EXOR, and offered EXOR the opportunity to conduct due diligence, to determine whether the current EXOR proposal could be improved both in price and terms. Contemporaneously, PartnerRe stated that the Board continued to view the Amalgamation with AXIS as superior in value, terms and certainty of closing compared to the current EXOR proposal and was re-affirming its recommendation supporting the Amalgamation Agreement.
Institutional Shareholder Services Inc. and Glass, Lewis & Co., providers of proxy advisory services to shareholders, recommended on July 24, 2015 and July 25, 2015, respectively, that the Company’s shareholders vote against the amalgamation at the special meeting of the PartnerRe shareholders scheduled to be held on August 7, 2015.
The Amalgamation is subject to approval by the shareholders of both companies on August 7, 2015, regulatory clearance and other customary closing conditions. Both companies will continue to operate as two independent entities until the closing of the Amalgamation and such conditions are met. See also Notes 8 (b) and 10 for further details.