PEMBROKE, Bermuda--(BUSINESS WIRE)--Feb. 16, 2015--
RenaissanceRe Holdings Ltd. (NYSE: RNR) (“RenaissanceRe”) today
announced the definitive election deadline of 5:00 p.m. Eastern Time on
February 26, 2015 (the “Election Deadline”) for shareholders of Platinum
Underwriters Holdings, Ltd. (“Platinum”) to make an election to receive
(i) 0.2960 RenaissanceRe common shares and $35.96 (the “Standard
Election Consideration”), (ii) $66.00, subject to proration, or (iii)
0.6504 RenaissanceRe common shares, subject to proration, for their
Platinum common shares upon completion of the merger of Platinum with a
wholly owned subsidiary of RenaissanceRe, pursuant to the Agreement and
Plan of Merger, dated as of November 23, 2014, as amended, by and among
RenaissanceRe, Platinum and Port Holdings Ltd.
For Platinum shareholders to make a timely election, a properly
completed letter of election and transmittal must be received by
Computershare Trust Company, N.A., the exchange agent in connection with
the merger, by the Election Deadline. Platinum shareholders who do not
make a valid election prior to the Election Deadline will be deemed to
have elected to receive the Standard Election Consideration for their
Platinum common shares upon completion of the merger.
Requests for additional copies of the letter of election and transmittal
in connection with the merger may be directed to Computershare Trust
Company, N.A., at (800) 546-5141.
The transaction remains subject to approval by the shareholders of
Platinum at Platinum’s previously announced shareholder meeting
scheduled to be held on February 27, 2015 at 9:00 a.m. Atlantic Time, at
Platinum’s offices at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08
Bermuda, to, among other things, consider and approve the merger. If the
transaction is approved by Platinum’s shareholders, the parties expect
the transaction to close on the morning of Monday, March 2, 2015.
About RenaissanceRe
RenaissanceRe Holdings Ltd. is a global provider of reinsurance and
insurance. RenaissanceRe’s business consists of three reportable
segments: (1) Catastrophe Reinsurance, which includes catastrophe
reinsurance and certain property catastrophe joint ventures managed by
the Company’s ventures unit; (2) Specialty Reinsurance, which includes
specialty reinsurance and certain specialty joint ventures managed by
the Company’s ventures unit; and (3) Lloyd’s, which includes reinsurance
and insurance business written through RenaissanceRe Syndicate 1458.
Important Information for Investors and Shareholders
This communication relates in part to a proposed merger between
RenaissanceRe and Platinum that is the subject of a registration
statement on Form S-4 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 19, 2014 and declared effective on
January 15, 2015, and the definitive proxy statement/prospectus filed
with the SEC on January 29, 2015, which provide details of the proposed
merger and the attendant benefits and risks. This communication is not a
substitute for the definitive proxy statement/prospectus or any other
document that RenaissanceRe or Platinum may file with the SEC or that
Platinum may send to its shareholders in connection with the proposed
merger. Investors and Platinum security holders are urged to read the
registration statement on Form S-4 and the definitive proxy
statement/prospectus, and all other relevant documents filed with the
SEC or sent to Platinum shareholders as they become available because
they will contain important information about the proposed merger. All
documents, when filed, will be available free of charge at the SEC’s
website (www.sec.gov).
You may also obtain documents filed by RenaissanceRe with the SEC by
contacting RenaissanceRe’s Legal Department at RenaissanceRe Holdings
Ltd., Renaissance House, 12 Crow Lane, Pembroke HM 19 Bermuda, or via
e-mail at investorrelations@renre.com;
and you may obtain copies of documents filed by Platinum with the SEC by
contacting Platinum’s Legal Department at Platinum Underwriters
Holdings, Ltd., Waterloo House, 100 Pitts Bay Road, Pembroke, Bermuda
HM08, or visiting Platinum’s website at www.platinumre.com.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
RenaissanceRe, Platinum and their respective directors and executive
officers may be deemed to be participants in any solicitation of proxies
in connection with the proposed merger. Information about
RenaissanceRe’s directors and executive officers is available in
RenaissanceRe’s proxy statement dated April 10, 2014 for its 2014 Annual
General Meeting of Shareholders and its Form 8-K filed November 14,
2014. Information about Platinum’s directors and executive officers is
available in Platinum’s proxy statement dated March 21, 2014 for its
2014 Annual General Meeting of Shareholders and in the definitive proxy
statement/prospectus. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive proxy statement/prospectus and other relevant materials filed
with the SEC. Investors should read the definitive proxy
statement/prospectus carefully before making any voting or investment
decisions.
Cautionary Statement Regarding Forward Looking Statements
Any forward-looking statements made in this press release reflect
RenaissanceRe’s current views with respect to future events and
financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are subject to numerous factors that could cause actual
results to differ materially from those set forth in or implied by such
forward-looking statements, including the following: the occurrence of
any event, change or other circumstances that could give rise to the
termination of the merger agreement; the inability to obtain Platinum’s
shareholder approval or the failure to satisfy other conditions to
completion of the merger, including receipt of regulatory approvals;
risks that the proposed transaction disrupts each company’s current
plans and operations; the ability to retain key personnel; the ability
to recognize the benefits of the merger; the amount of the costs, fees,
expenses and charges related to the merger; the frequency and severity
of catastrophic and other events; uncertainties in the companies’
reserving processes; the lowering or loss of any of the financial
strength, claims paying or enterprise wide risk management ratings of
either company or their respective subsidiaries or joint ventures; risks
associated with appropriately modeling, pricing for, and contractually
addressing new or potential factors in loss emergence; risks that the
companies might be bound to policyholder obligations beyond their
underwriting intent; risks due to the companies’ reliance on a small and
decreasing number of reinsurance brokers and other distribution
services; risks relating to operating in a highly competitive
environment; risks relating to deteriorating market conditions; the risk
that the companies’ customers may fail to make premium payments due to
them; the risk of failures of the companies’ reinsurers, brokers or
other counterparties to honor their obligations to the companies; a
contention by the Internal Revenue Service that Renaissance Reinsurance
Ltd., Platinum Underwriters Bermuda, Ltd. or any of the companies’ other
Bermuda, or non-U.S., subsidiaries, is subject to U.S. taxation; other
risks relating to potential adverse tax developments; risks relating to
adverse legislative developments; risks associated with the companies’
investment portfolios; changes in economic conditions or inflation; and
other factors affecting future results disclosed in RenaissanceRe’s
filings with the SEC, including its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q and the definitive proxy
statement/prospectus.
Source: RenaissanceRe Holdings Ltd.
Investor Contact:
RenaissanceRe Holdings Ltd.
Rohan Pai,
441-295-4513
Director – Corporate Finance
or
Media
Contact:
Kekst and Company
Peter Hill or Dawn Dover,
212-521-4800