Endurance Specialty Holdings (ENH) Commences Exchange Offer for Aspen Insurance (AHL)

Endurance Specialty Holdings (NYSE: ENH) commenced an Exchange Offer for all of the outstanding common shares of Aspen Insurance Holdings Limited ("Aspen") (NYSE: AHL). Under the terms of the Exchange Offer, each holder of Aspen common shares will have the right to receive for their Aspen common shares, at their election: all cash ($49.50 for each Aspen share); all Endurance common shares (0.9197 Endurance shares for each Aspen share); or a combination of cash and Endurance common shares (0.5518 Endurance common shares and $19.80 in cash for each Aspen share). The election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of 40% cash and 60% Endurance common shares (calculated based on the closing price per Endurance common share on April 11, 2014, the last trading day prior to Endurance's announcement of its initial proposal to acquire Aspen for $47.50 per share). The terms and conditions of the Exchange Offer are set forth in the offering documents that Endurance is filing today with the Securities and Exchange Commission (the "SEC").

The Exchange Offer will expire at 5:00 p.m., Eastern time, on Friday, August 29, 2014, unless extended. The offering documents, including a preliminary prospectus/offer to exchange and a related letter of election and transmittal, describing the Exchange Offer and the means for Aspen shareholders to tender Aspen common shares into the offer will be delivered to Aspen shareholders. Shareholder questions regarding the Exchange Offer or requests for offering documents should be directed to Endurance's Information Agent for the Exchange Offer, Georgeson Inc., 480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310; shareholders, banks and brokerage firms please call toll-free at (877) 278-9672.

Endurance commenced the Exchange Offer today in connection with Endurance's increased proposal to acquire Aspen announced on June 2, 2014, which increased the consideration from $47.50 to $49.50 per Aspen common share. On that day, in connection with its increased proposal, Endurance filed a preliminary solicitation statement with the SEC seeking the support of Aspen's common shareholders:

-- to convene a special general meeting, at which Aspen's common shareholders would consider a proposal to increase the size of Aspen's board of directors from 12 to 19 members, which would result in a majority of Aspen's directors standing for election at Aspen's 2015 annual general meeting; and

-- for the proposal of a Scheme of Arrangement by Endurance, which will entail the holding of a court-ordered meeting of Aspen shareholders at which Aspen common shareholders would vote to approve a Scheme of Arrangement under Bermuda law pursuant to which Endurance would acquire all of Aspen's outstanding common shares on financial terms no less favorable than those contained in its increased proposal.

John R. Charman, Endurance's Chairman and Chief Executive Officer, said, "The commencement of the Exchange Offer today further demonstrates our full commitment to a transaction with Aspen, and provides an additional mechanism for shareholders to support the consummation of this very compelling combination. We again call on Aspen's board and management to act in the best interests of Aspen's shareholders by engaging with us in constructive discussions regarding our increased proposal and to cease with their rhetoric and entrenchment."

Endurance's financial advisors in connection with the proposed transaction are Morgan Stanley & Co. LLC and Jefferies LLC, and its legal counsel is Skadden, Arps, Slate, Meagher & Flom LLP and ASW Law Limited.

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