UNITED 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): August 3, 2015 (August 2, 2015)
AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)
Bermuda | 001-31721 | 98-0395986 | ||
(State of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441) 496-2600
(Registrants telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
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):
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c)) |
Item 1.02. | Termination of a Material Definitive Agreement. |
Termination Agreement
On August 2, 2015, AXIS Capital Holdings Limited, a Bermuda exempted company ( AXIS ), and PartnerRe Ltd., a Bermuda exempted company ( PartnerRe ), entered into a Termination Agreement (the Termination Agreement ) to terminate their respective obligations (the Termination ) under their previously announced agreement and plan of amalgamation originally entered into on January 25, 2015 (as subsequently amended, the Amalgamation Agreement). Pursuant to the terms of the Termination Agreement, and in consideration of the Termination, PartnerRe has agreed to pay AXIS a termination fee of $315 million. The Termination Agreement also provides for the mutual release by AXIS and PartnerRe of all claims of each party under the Amalgamation Agreement.
The foregoing summary of the Termination Agreement is not a complete description of all of AXIS and PartnerRes rights and obligations under the Termination Agreement and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms and conditions of which are incorporated herein by reference.
Item 8.01. | Other Events. |
On August 3, 2015, AXIS issued a press release announcing its entry into the Termination Agreement and the cancellation of the special meeting of AXIS shareholders that was to be held on August 7, 2015.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit
|
Description |
|
10.1 | Termination Agreement, dated August 2, 2015, by and between AXIS Capital Holdings Limited and PartnerRe Ltd. | |
99.1 | Press Release dated August 3, 2015 |
Forward Looking Statements
This current report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States securities laws. In some cases, these statements can be identified by the use of forward-looking words such as may, should, could, anticipate, estimate, expect, plan, believe, predict, potential and intend. Forward-looking statements contained in this report may include information regarding our estimates of losses related to catastrophes and other large losses, measurements of potential losses in the fair value of our investment portfolio and derivative contracts, our expectations regarding pricing and other market conditions, our growth prospects, and valuations of the potential impact of movements in interest rates, equity prices, credit spreads and foreign currency rates. Forward-looking statements only reflect our expectations and are not guarantees of performance.
These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:
| the occurrence and magnitude of natural and man-made disasters, |
| actual claims exceeding our loss reserves, |
| general economic, capital and credit market conditions, |
| the failure of any of the loss limitation methods we employ, |
| the effects of emerging claims, coverage and regulatory issues, including uncertainty related to coverage definitions, limits, terms and conditions, |
| the failure of our cedants to adequately evaluate risks, |
| inability to obtain additional capital on favorable terms, or at all, |
| the loss of one or more key executives, |
| a decline in our ratings with rating agencies, |
| loss of business provided to us by our major brokers, |
| changes in accounting policies or practices, |
| the use of industry catastrophe models and changes to these models, |
| changes in governmental regulations, |
| increased competition, |
| changes in the political environment of certain countries in which we operate or underwrite business, |
| fluctuations in interest rates, credit spreads, equity prices and/or currency values, |
| the failure to complete our amalgamation with PartnerRe Ltd., and |
| the other matters set forth under Item 1A, Risk Factors and Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
Dated: August 3, 2015
AXIS CAPITAL HOLDINGS LIMITED | ||
By: |
/s/ Richard T. Gieryn, Jr. |
|
Richard T. Gieryn, Jr. General Counsel |
EXHIBIT INDEX
Exhibit
|
Description |
|
10.1 | Termination Agreement, dated August 2, 2015, by and between AXIS Capital Holdings Limited and PartnerRe Ltd. | |
99.1 | Press Release dated August 3, 2015 |
Exhibit 10.1
EXECUTION VERSION
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this Agreement ), dated as of August 2, 2015, is made and entered into by and between AXIS Capital Holdings Limited, a Bermuda exempted company ( Axis ) and PartnerRe Ltd., a Bermuda exempted company ( PRE and, together with Axis, the parties ). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Amalgamation Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties to this Agreement are parties to that certain Agreement and Plan of Amalgamation, dated as of January 25, 2015, as subsequently amended on February 17, 2015, March 10, 2015, March 31, 2015, May 3, 2015 and July 15, 2015 (as amended, the Amalgamation Agreement ) pursuant to which PRE and Axis would amalgamate and continue as a Bermuda exempted company (the Amalgamation );
WHEREAS, Section 7.1(a) of the Amalgamation Agreement provides that the Amalgamation Agreement may be terminated by mutual consent of Axis and PRE by action of their respective boards of directors;
WHEREAS, PRE and Axis have mutually agreed to terminate the Amalgamation Agreement;
WHEREAS, PRE and Axis have duly approved and adopted this Agreement; and
WHEREAS, immediately after the execution of this Agreement, PRE intends to enter into an Agreement and Plan of Merger (the Merger Agreement ) with Exor N.V., a Dutch public limited liability company ( naamloze vennootschap ) ( Parent ), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent, solely with respect to Sections 4.01 to 4.05 , Section 6.13 and Section 9.13 of the Merger Agreement, EXOR S.p.A. whereby, among other things, Parent would acquire all outstanding PRE Common Shares for $137.50 per PRE Common Share.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained taken as a whole, the parties hereto agree as follows:
Section 1. Matters Related to the Termination of the Amalgamation Agreement .
(a) Termination . The parties hereto mutually agree that pursuant to Section 7.1(a) of the Amalgamation Agreement, the Amalgamation Agreement is hereby terminated, subject to Section 4(a) hereof, effective immediately upon the execution of this Agreement by each of the parties hereto (the Termination ).
(b) No Further Obligations . Except with respect to the obligations of the parties set forth in the Confidentiality Agreement and Section 2 below, neither party shall have any further obligations to the other party under the Amalgamation Agreement or otherwise; and
from and after the effectiveness of this Agreement in accordance with Section 4(a) below, each party shall be free to conduct its business and affairs in the same manner as if the Amalgamated Agreement had not been executed.
(c) Destruction/Return of Evaluation Material . Each party hereto requests of the other party that (i) such other party and its Representatives (as defined in the Confidentiality Agreement) return or destroy all Evaluation Material (as defined in the Confidentiality Agreement) in accordance with Section 6 of the Confidentiality Agreement and (ii) an appropriate officer of the other party certifies such return or destruction of the Evaluation Material (as defined in the Confidentiality Agreement) in accordance with Section 6 of the Confidentiality Agreement.
Section 2. Termination Fees . In consideration of the Termination, PRE shall pay to Axis $315,000,000 by wire transfer in immediately available funds, such wire transfer to be initiated no later than 9:00 a.m. (New York Time) on August 3, 2015, to the account notified in writing by Axis to PRE prior to August 3, 2015 (the Axis Account ).
Section 3. Mutual Release .
(a) To the fullest extent permitted by applicable law, PRE, on behalf of itself, its subsidiaries and affiliates and their respective future, present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the PRE Parties ), hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges Axis and Axis subsidiaries and affiliates and their respective future, present and former directors, officers, shareholders, partners, members, employees, agents, attorneys, successors and assigns (collectively, the Axis Parties ) from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such PRE Party had, has, or may have based upon, arising from, in connection with or relating to the Amalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided , however , that (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, and (ii) notwithstanding the termination of the Amalgamation Agreement, the Confidentiality Agreement will continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement shall be released from any actions or claims which may arise thereunder. Each PRE Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any Axis Party based upon any matter released under this Section 3(a) .
(b) To the fullest extent permitted by applicable law, each Axis Party, hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, remises, exculpates, acquits and forever discharges each PRE Party from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses,
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compensation and liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at law or in equity, which such Axis Party had, has, or may have based upon, arising from, in connection with or relating to the Amalgamation Agreement, any agreement or instrument delivered in connection therewith or the transactions contemplated thereby; provided , however , that (i) no party shall be released from any breach of this Agreement or have its respective rights and obligations under this Agreement impaired, (ii) nothing contained in this paragraph shall in any way affect or impair AXIS right to receive payment of the amount set forth in Section 2 of this Agreement, and (iii) notwithstanding the termination of the Amalgamation Agreement, the Confidentiality Agreement will continue in full force and effect in accordance with its terms, and no party to the Confidentiality Agreement shall be released from any actions or claims which may arise thereunder. Each Axis Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any PRE Party based upon any matter released under this Section 3(b) .
(c) Representations and Warranties . Each of PRE and Axis hereby represents that the execution, delivery and performance of this Agreement by it has been duly and validly authorized by all necessary corporate action and no other corporate proceedings by or on the part of it are necessary to authorize this Agreement or to perform its obligations hereunder; this Agreement has been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery hereof by the other party hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
Section 4. General Provisions .
(a) Effectiveness; Termination . This Agreement shall be deemed to be effective immediately upon the execution of this Agreement by the parties; provided , that , this Agreement shall automatically terminate and be of no further force and effect if the Merger Agreement is not duly executed by the parties thereto by 9.00 p.m. on August 2, 2015 (New York Time).
(b) Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic-mail shall be as effective as delivery of a manually executed counterpart of any such Agreement.
(c) Assignment . Neither this Agreement nor any of the rights, interests or obligations arising under this Agreement shall be directly or indirectly assigned, delegated sublicensed or transferred by any of the parties (whether by operation of law or otherwise), in whole or in part, to any other Person (including any bankruptcy trustee) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
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(d) Entire Agreement; Third Party Beneficiaries . This Agreement and the Confidentiality Agreement contain the entire agreement between the parties hereto with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the parties hereto other than those set forth or referred to herein or therein. Other than Section 3(a) and Section 3(b) of this Agreement, which are intended to benefit, and be enforceable by, the Axis Parties and PRE Parties, respectively, this Agreement is not intended to confer upon any person or entity not a party hereto (and their successors and assigns permitted by Section 4(c) of this Agreement) any rights or remedies hereunder.
(e) Governing Law . This Agreement shall be governed by and construed with regard to, in all respects, including as to validity, interpretation and effect, the Laws of the State of New York with respect to contracts performed within that state.
(f) Consent to Jurisdiction; Venue . Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the Chosen Courts ), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably and unconditionally waives any objection to the laying of venue of any litigation, action, suit or proceeding with respect to the subject matter hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over the Person of such parties and, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other documents in connection with any such action or proceeding in the manner provided in Section 8.2 of the Amalgamation Agreement or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.
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IN WITNESS WHEREOF , each of the parties has caused this Agreement to be executed on the date first written above.
AXIS CAPITAL HOLDINGS LIMITED | ||||
By: |
/s/ David Phillips |
|||
Name: | David Phillips | |||
Title: | Executive Vice President and Chief Investment Officer | |||
PARTNERRE LTD. | ||||
By: |
/s/ David Zwiener |
|||
Name: | David Zwiener | |||
Title: | President and Chief Executive Officer |
[ Signature Page to the Termination Agreement ]
Exhibit 99.1
Investor Contact | Media Contact | |
Linda Ventresca | Michael Herley | |
AXIS Capital Holdings Limited | Kekst and Company | |
investorrelations@axiscapital.com | michael-herley@kekst.com | |
(441) 405-2727 | (212) 521-4897 |
AXIS Capital Agrees to Terminate Merger with PartnerRe and Receives $315 Million Breakup Fee
Company Reinstates Share Repurchases and Plans $300 Million Accelerated Buyback
Board Reaffirms Commitment to Hybrid Insurance Model with Three Diversified Businesses in Specialty Insurance, Reinsurance, and Accident and Health
Pembroke, Bermuda, August 3, 2015 - AXIS Capital Holdings Limited (AXIS Capital) (NYSE: AXS), a leading specialty insurer and reinsurer, today announced that it has accepted a request from PartnerRe Ltd. (PartnerRe) (NYSE: PRE) to terminate the amalgamation agreement with AXIS Capital. PartnerRe will pay AXIS Capital a $315 million fee to immediately terminate the amalgamation agreement, which was originally entered into by both companies on January 25, 2015. The special meeting of AXIS Capital shareholders, which was scheduled for August 7, 2015, has been cancelled.
Michael A. Butt, Chairman of the AXIS Capital Board of Directors, said, Prior to PartnerRe reaching out to us last December to discuss a combination of our companies, we were confident in continuing with our strategy as a stand-alone company, building our three strong businesses incrementally. We will now proceed with that strategy, with strengthened resolve. We have been very conscious of our responsibilities to our shareholders throughout these negotiations and believe we have demonstrated prudence and financial discipline in our approach.
AXIS Capital Holdings Limited 92 Pitts Bay Road Pembroke, Bermuda HM08
Tel. 441.496.2600 Fax 441.405.2600
www.axiscapital.com
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Albert Benchimol, President and CEO of AXIS Capital, said, Our proposed transaction with PartnerRe stood to create a powerful mix of two financially strong and independent companies with compelling insurance/reinsurance franchises. While I am disappointed that the merger will not proceed, I have no doubt that the best days for AXIS Capital, our employees, clients, brokers and shareholders lie ahead. We have built a powerful global platform on which to continue to advance our hybrid insurance model with three diversified businesses in specialty insurance, reinsurance, and accident and health.
In tandem with todays announcement, the Company has reinstated its share repurchase program, which has $749 million remaining under the Boards current authorization through December 31, 2016. As part of this program, a $300 million accelerated share repurchase of the Companys stock is expected to begin as soon as is practical and should be completed no later than December 31, 2015. The share repurchase program allows the Company to effect repurchases in open market or privately negotiated transactions. The Companys share repurchase program had been put on hold following the merger announcement with PartnerRe.
Mr. Benchimol added, We are prepared to move ahead with our fiscally disciplined growth strategy and a commitment to return excess capital to shareholders in the form of dividends and stock repurchases. Since becoming a public company, we have repurchased approximately 92.8 million shares of AXIS Capital stock for a total of $3.3 billion.
As we go forward independently, I would like to thank our employees for their diligent efforts throughout the integration planning meetings that took place over the past several months, and for their ongoing focus on the business-of-the-business. We have learned a great deal from this process, and we intend to apply what we have learned to make AXIS Capital a better company in the months and years ahead.
About Axis Capital
AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders equity attributable to AXIS Capital at June 30, 2015 of $5.9 billion and locations in Bermuda, the United States, Europe, Singapore, Canada, Australia and Latin America. Its operating subsidiaries have been assigned a rating of A+ (Strong) by Standard & Poors and A+ (Superior) by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com .
AXIS Capital Holdings Limited 92 Pitts Bay Road Pembroke, Bermuda HM08
Tel. 441.496.2600 Fax 441.405.2600
www.axiscapital.com
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