Form 8-K PARTNERRE LTD For: Nov 19
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2015 | ||
PartnerRe Ltd. | ||
(Exact Name of Registrant as Specified in Charter) | ||
Bermuda | ||
(State or Other Jurisdiction of Incorporation) | ||
001-14536 | Not Applicable | |
(Commission File Number) | (IRS Employer Identification No.) | |
Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda | HM 08 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (441) 292-0888 | ||
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 19, 2015 a Special General Meeting of shareholders of PartnerRe Ltd. (the “Company”) was held. The following matters were submitted to a vote of the shareholders as more particularly described within the Company’s definitive proxy statement dated September 24, 2015.
Proposal 1 – To approve amending the PartnerRe bye-laws by inserting in Bye-law 45 "AND MERGERS" in the title and after amalgamation the words "or merger".
The voting results were as follows:
For | Against | Abstain |
33,617,819 | 52,775 | 1,141,626 |
Proposal 2 – To approve and adopt the merger agreement, the statutory merger agreement required in accordance with Section 105 of the Companies Act and the merger.
The voting results were as follows:
For | Against | Abstain |
50,511,496 | 285,392 | 1,630,272 |
Proposal 3 – on an advisory (nonbinding) basis, to approve the compensation that may be paid or become payable to PArtnerRe's named executive officers in connection with the merger.
The voting results were as follows:
For | Against | Abstain |
14,237,655 | 19,345,156 | 1,229,409 |
Proposal 4 – To approve an adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the merger proposal at the special general meeting.
The voting results were as follows:
For | Against | Abstain |
48,195,027 | 2,633,309 | 1,598,824 |
Item 8.01 Other Events
On November 19, 2015 PartnerRe Ltd. (the “Company”) announced that its shareholders approved the proposed acquisition of the Company by EXOR, and all related transactions, at a Special General Meeting of shareholders held on November 19, 2015.
The Company also announced that its Board of Directors declared a special dividend of $3.00 per share payable to the relevant holders of its common shareholders. The payment of this dividend is conditional and contingent upon the consummation of EXOR's acquisition of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No | Description |
99.1 | Press Release dated November 19, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PartnerRe Ltd. (Registrant) | ||||||
Date: | November 23, 2015 | By: | /s/ Marc Wetherhill | |||
Name: | Marc Wetherhill | |||||
Title: | Chief Legal Counsel | |||||
Exhibit Index
Exhibit No. | Description |
99.1 | Press Release dated November 19, 2015 |
Exhibit 99.1
NEWS RELEASE
PartnerRe Ltd. Announces Shareholder Approval of Acquisition by EXOR
PEMBROKE, BERMUDA, November 19, 2015 -- PartnerRe Ltd. (NYSE: PRE) today announced that its shareholders voted to approve the proposed acquisition of the Company by EXOR, and all related transactions, at a Special General Meeting of shareholders held at the Company’s offices in Bermuda today. The acquisition of PartnerRe Ltd. by EXOR was originally announced on August 2, 2015.
The Company also announced that its Board of Directors declared a special dividend of $3.00 per share payable to the relevant holders of its common shareholders. The payment of this special dividend is conditional and contingent upon the consummation of EXOR’s acquisition of the Company.
As previously announced, EXOR’s acquisition of the Company is expected to close during the first quarter of 2016, subject to the satisfaction of certain customary closing conditions, including antitrust and insurance regulatory approvals. All required antitrust approvals have been obtained. The insurance regulatory approvals remain on track for the transaction to close during the first quarter of 2016.
_____________________________________________
About PartnerRe Ltd.
PartnerRe Ltd. is a leading global reinsurer, providing multi-line reinsurance to insurance companies. The Company, through its wholly owned subsidiaries, also offers capital markets products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity and accident and health in its Life and Health operations, and alternative risk products. For the year ended December 31, 2014, total revenues were $6.5 billion. At September 30, 2015, total assets were $22.0 billion, total capital was $7.6 billion and total shareholders’ equity attributable to PartnerRe was $6.8 billion.
PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 | Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com |
Important Information For Investors And Shareholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between PartnerRe Ltd. (“PartnerRe”) and Exor S.p.A. and certain of its affiliates (collectively, “EXOR”). In connection with this proposed business combination, PartnerRe and/or EXOR may file one or more proxy statements, proxy statement/prospectus or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, proxy statement/prospectus or other document PartnerRe and/or EXOR may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF PARTNERRE ARE URGED TO READ THE PROXY STATEMENT(S), PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) of PartnerRe (if and when available) will be mailed to shareholders of PartnerRe. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by PartnerRe through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe will be available free of charge on PartnerRe’s internet website at http://www.partnerre.com or by contacting PartnerRe’s Investor Relations Director by email at [email protected] or by phone at 1-441-294-5216.
Participants in Solicitation
PartnerRe, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of PartnerRe is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 1, 2014, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which was filed with the SEC on July 31, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on January 29, 2015, May 16, 2014 and March 27, 2014.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Forward Looking Statements
Certain statements in this communication regarding the proposed transaction between PartnerRe and EXOR are “forward-looking” statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “illustrative,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about PartnerRe and EXOR, may include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth in PartnerRe’s most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:
the failure to obtain the approval of shareholders of PartnerRe in connection with the proposed transaction;
the failure to consummate or delay in consummating the proposed transaction for other reasons;
the timing to consummate the proposed transaction;
the risk that a condition to closing of the proposed transaction may not be satisfied;
PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 | Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com |
the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; and
the diversion of management time on transaction-related issues.
PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable but that may not prove to be accurate. PartnerRe cannot guarantee future results, level of activity, performance or achievements. Moreover, PartnerRe assumes no responsibility for the accuracy and completeness of any of these forward-looking statements. PartnerRe assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
PartnerRe on the Internet: www.partnerre.com
Contacts: | PartnerRe Ltd. | Sard Verbinnen & Co. |
(441) 292-0888 | (212) 687-8080 | |
Investor Contact: Robin Sidders | Drew Brown/Daniel Goldstein | |
Media Contact: Celia Powell | ||
PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 | Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com |
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