EXOR continues PartnerRe takover effort with shareholders’ meeting scheduled July 7

EXOR S.p.A announce Wednesday it has scheduled a meeting July 7 for shareholders of PartnerRe Ltd., which Turin, Italy-based EXOR has offered to acquire.

The board of directors of PartnerRe – a Pembroke, Bermuda-based reinsurer and commercial primary insurer – agreed in January to a proposal to merge with Axis Capital Holdings Ltd., another Pembroke-based reinsurer and commercial insurer.

Both Axis Capital and PartnerRe have offices in Toronto. Both Axis Capital and PartnerRe have scheduled shareholder meetings July 24, where shareholders will vote on whether to merge.

EXOR is urging PartnerRe shareholders to vote against merging with Axis Capital.

At its July 7 meeting of PartnerRe shareholders, EXOR chairman and chief executive officer John Elkann is scheduled to discuss EXOR’s takeover offer, which EXOR contends is “superior” for PartnerRe shareholders to the proposal to merge with Axis Capital.

“EXOR will also discuss how its ownership of PartnerRe will create greater security and stability for PartnerRe preferred shareholders going forward,” EXOR stated July 1. “EXOR believes its offer is clearly superior to the AXIS transaction and looks forward to communicating directly with shareholders at the meeting.”

PartnerRe stated June 29 the EXOR offer “poses significant and unacceptable risks, while also substantially undervaluing” PartnerRe.

EXOR, which is controlled by the Agnelli family, is an investment firm whose holdings include a significant minority of Fiat-Chrysler Automobile.

“Neither EXOR nor the Agnelli Family is obligated under the contract to file and obtain regulatory approval in any jurisdiction,” PartnerRe stated June 29. In an earlier press release, PartnerRe stated that if EXOR and its controlling shareholders “fail to obtain regulatory approvals, PartnerRe will lose the upside of the AXIS Capital transaction as well as $315 million in AXIS Capital termination fees.”

Axis Capital stated earlier a merger with PartnerRe would create a “global top 5” reinsurer.

PartnerRe contends a merger “makes strategic sense in an evolving industry environment characterized by continued consolidation and new forms of reinsurance and insurance capital which creates opportunities to better withstand cyclical volatility.”

For its part, EXOR contended that if its offer were approved, PartnerRe stated would have an “opportunity” to grow “as a standalone, leading, pure-play reinsurer, without the pressures of being a public company.”