PEMBROKE, Bermuda--(BUSINESS WIRE)--Feb. 27, 2015--
RenaissanceRe Holdings Ltd. (NYSE:RNR) (“RenaissanceRe”) today announced
the preliminary results of the elections made by shareholders of
Platinum Underwriters Holdings, Ltd. (“Platinum”) regarding their
preference as to the form of merger consideration they will receive in
connection with RenaissanceRe’s pending acquisition of Platinum.
The parties expect the transaction to close on Monday, March 2, 2015.
As previously announced, on November 23, 2014, RenaissanceRe, Platinum
and Port Holdings Ltd. entered into an Agreement and Plan of Merger (the
“Merger Agreement”). Pursuant to the Merger Agreement, Platinum
shareholders were entitled to elect to receive (i) 0.2960 RenaissanceRe
common shares and $35.96 in cash (the “Standard Election
Consideration”), (ii) $66.00 in cash, subject to proration (the “Cash
Election Consideration”), or (iii) 0.6504 RenaissanceRe common shares,
subject to proration (the “Share Election Consideration”), for their
Platinum common shares (the “Platinum Shares”) upon completion of the
merger of Platinum with a wholly owned subsidiary of RenaissanceRe (the
“Merger”). The deadline for making this election was 5:00 p.m. Eastern
Time on February 26, 2015 (the “Election Deadline”).
Based on available information as of the Election Deadline, the
preliminary merger consideration election results are as follows:
-
Holders of approximately 16.1% of outstanding or issuable Platinum
Shares, or 4,068,885 Platinum Shares, elected the Standard Election
Consideration.
-
Holders of approximately 20.6% of outstanding or issuable Platinum
Shares, or 5,195,376 Platinum Shares, elected the Cash Election
Consideration.
-
Holders of approximately 53.9% of outstanding or issuable Platinum
Shares, or 13,617,793 Platinum Shares, elected the Share Election
Consideration.
Holders of approximately 9.5% of outstanding or issuable Platinum
Shares, or 2,392,658 Platinum Shares, failed to make a valid election
prior to the Election Deadline, and therefore are deemed to have elected
the Standard Election Consideration. Holders of Platinum options,
restricted Platinum Shares, Platinum time-based restricted share units
and Platinum market-based restricted share units (collectively,
“Platinum Awards”) also had the right under the Merger Agreement to make
elections regarding their preference as to the form of merger
consideration they will receive in connection with the Merger; the
preliminary merger consideration election results set forth above
include the preliminary election results from holders of Platinum
Awards. The election results set forth above do not take into account
any Platinum Shares held by RenaissanceRe Holdings or its wholly owned
subsidiaries, as no merger consideration will be receivable in respect
of such shares. Because the Share Election Consideration option was
substantially oversubscribed, the consideration to be received by
holders who elected the Share Election Consideration will be prorated
pursuant to the terms set forth in the Merger Agreement and as further
described in the definitive Proxy Statement/Prospectus of RenaissanceRe
and Platinum dated January 29, 2015. After the final results of the
merger consideration election process are determined, the final
allocation of the merger consideration will be calculated in accordance
with the terms of the Merger Agreement.
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 Forms 8-K filed November 14,
2014 and February 23, 2015. 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 failure to satisfy conditions
to completion of the merger; 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:
RenaissanceRe Holdings Ltd.
Rohan Pai, 441-295-4513
Director
– Corporate Finance
or
Media:
Kekst and Company
Peter
Hill or Dawn Dover, 212-521-4800