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PartnerRe Ltd. To Acquire Swiss rival PARIS RE In $2 Bln All-stock Deal

By Amarendra Bhushan for CEOWORLD Magazine Updated:July 6, 2009

PartnerRe announced that it has entered into definitive agreements to acquire PARIS RE , a French-listed, Swiss-based diversified reinsurer. PartnerRe will exchange 0.30 of its common shares for each PARIS RE common share outstanding in a stock-for-stock transaction.

This acquisition is expected to add $1.7 billion in new shareholders’ equity to PartnerRe. Separately, PARIS RE is expected to distribute $310 million (net of amount due on existing treasury shares held by PARIS RE) in cash as a return of capital to its shareholders, leading to a total transaction value of approximately $2 billion.

Upon successful completion of the various steps of this transaction, PARIS RE, together with its operating subsidiaries, will be fully integrated into PartnerRe’s existing operating structure. PartnerRe President & CEO Patrick Thiele said, “This is an important acquisition for PartnerRe and provides us the opportunity to enhance our already successful franchise. The greater market presence, risk diversification, capital strength and scale that is created will provide more balance and stability to our Company in the face of uncertain and volatile financial and reinsurance markets.”

Mr. Thiele added, “PARIS RE has established itself as a premier European reinsurer and has a successful track record as a publicly-traded company. This acquisition strengthens PartnerRe’s balance sheet and financial flexibility and allows us to leverage our infrastructure and capabilities over a broader base for the benefit of key stakeholders of both companies: clients, shareholders and employees. Our history of success in integrating acquired companies and the rigorous analysis completed gives us confidence that this integration process will be a smooth and successful one.”

In the first step of the transaction, PartnerRe, which recently acquired approximately 6% of PARIS RE’s outstanding common shares in a stock-for-stock transaction at the 0.30 exchange ratio, will acquire an additional 57% of PARIS RE’s outstanding common shares at the same exchange ratio. The closing of that block purchase is expected to occur in the fourth quarter of 2009, subject to certain conditions including approval of certain insurance and competition regulatory authorities, PartnerRe shareholder approval and PARIS RE shareholder approval to remove the provisions of its articles of association purporting to require a cash takeover bid for any acquisition of more than one-third of the voting rights of PARIS RE. The sellers in the block purchase have agreed to vote in favor of such removal.

In the coming weeks, PartnerRe may enter into agreements to purchase additional PARIS RE shares from certain other shareholders who were shareholders of PARIS RE prior to its initial public offering and their private transferees. Such purchases, which are expected to be consummated simultaneously with the closing of the block purchase in exchange for PartnerRe common shares at the same 0.30 exchange ratio, will be disclosed in filings with the Securities and Exchange Commission and with the Autorité des Marchés Financiers (the French listing authority).

Immediately prior to the closing of the block purchase, PARIS RE intends to effect a return of capital equivalent to $310 million (net of amount due on existing treasury shares held by PARIS RE), or $3.85 per common share, in cash, to all of its shareholders.

Following the closing of the block purchase, PartnerRe intends to commence a voluntary exchange offer for all remaining PARIS RE common shares at the same 0.30 exchange ratio. The exchange offer would be subject to certain conditions including the approval of the Autorité des Marchés Financiers, an independent expert’s report and the listing of PartnerRe shares on Euronext Paris. While the terms of the exchange offer will provide PARIS RE shareholders with only the right to receive PartnerRe shares at the same 0.30 exchange ratio, PartnerRe will seek to provide facilities to enhance shareholders’ access to liquidity including through the New York Stock Exchange. Shareholders holding approximately 6% of PARIS RE’s outstanding shares have agreed to tender into the offer. The exchange offer is expected to close in the first quarter of 2010.

Once PartnerRe owns at least 90% of PARIS RE’s outstanding shares, PartnerRe intends to acquire any remaining shares through a compulsory merger under Swiss law at the same 0.30 exchange ratio.

Prior to the closing of the block purchase and the filing of the exchange offer with the Autorité des Marchés Financiers, the consideration payable in all stages of the transaction (including the recent purchases of 6% of PARIS RE common shares) is subject to adjustment up or down if the parties’ relative tangible book values diverge significantly. In addition, the number of PartnerRe shares payable for each PARIS RE share in the exchange offer and the merger will be appropriately adjusted upwards to account for any dividends declared on the PartnerRe common shares having a record date following the closing of the block purchase and prior to the settlement of the exchange offer.

Greenhill & Co., LLC and UBS Investment Bank served as financial advisors and Davis Polk & Wardwell LLP provided legal counsel to PartnerRe.

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