Expands Market Presence, Product Offerings and Client Relationships
Accelerates Growth in U.S. Specialty and Casualty Reinsurance
Business
Transaction Accretive to RenaissanceRe’s Shareholders
PEMBROKE, Bermuda--(BUSINESS WIRE)--Nov. 24, 2014--
RenaissanceRe Holdings Ltd. (NYSE:RNR) (“RenaissanceRe” or the
“Company”) and Platinum Underwriters Holdings, Ltd. (NYSE: PTP)
(“Platinum”) announced today that the companies have entered into a
definitive merger agreement under which RenaissanceRe will acquire
Platinum. Under the terms of the transaction, the common shareholders of
Platinum will receive $76.00 per common share in stock and cash, or
approximately $1.9 billion. RenaissanceRe expects the transaction to be
accretive to book value per share and earnings per share and that the
combined company will have substantial financial strength and
flexibility post-closing.
Kevin J. O’Donnell, President and Chief Executive Officer of
RenaissanceRe, commented: “We are very pleased to have entered into the
definitive agreement to acquire Platinum. It is a well-run company and
its integration with RenaissanceRe will benefit our combined companies’
clients through an expanded product offering and broker relationships.
It will also accelerate the growth of our U.S. specialty and casualty
reinsurance platform and as a result, create enhanced value for our
shareholders.”
Mr. O’Donnell continued: “Platinum is a company we know well as we
supported its formation and initial public offering in 2002. Platinum’s
disciplined approach to underwriting and risk management is a strategic
and cultural fit for RenaissanceRe and its book of business will be
integrated within our risk management framework. After the transaction
closes, we anticipate our combined company will continue to have the
very strong capital and liquidity position you have come to expect from
RenaissanceRe.”
The aggregate consideration for the transaction will consist of 7.5
million RenaissanceRe common shares, valued at approximately $761
million, and $1.16 billion of cash. The cash consideration will be
funded through a pre-closing dividend from Platinum, RenaissanceRe
available funds and the proceeds from the issuance of new senior debt.
The acquisition price of $76.00 represents a 24% premium to Platinum’s
closing price per common share as of November 21, 2014. At closing,
Platinum shareholders will receive a $10.00 per share special
pre-closing dividend and will be entitled to elect to receive, for each
Platinum share held, either (i) $66.00 in cash, (ii) 0.6504
RenaissanceRe common shares or (iii) 0.2960 RenaissanceRe common shares
and $35.96 in cash. All elections will be subject to proration such that
RenaissanceRe issues exactly 7.5 million common shares. Following
completion of the transaction, Platinum’s existing shareholders will own
approximately 16% of RenaissanceRe’s outstanding shares.
RenaissanceRe’s senior management team, led by Kevin O’Donnell, and
eleven member Board of Directors will remain in place. The combined
company will retain RenaissanceRe’s name and headquarters.
For the twelve months ended September 30, 2014, the two companies had
pro forma gross premiums written of $2.0 billion. Shareholders’ equity
will increase from $3.7 billion to $4.5 billion and total cash and
invested assets will increase from $7.0 billion to $9.4 billion on a pro
forma basis. RenaissanceRe expects to achieve approximately $30 million
of run-rate annual cost savings and to realize meaningful capital
efficiencies from the combination.
The agreement has been unanimously approved by both companies' Boards of
Directors. The transaction is expected to close in the first half of
2015 and is subject to customary regulatory approvals as well as the
approval of Platinum’s shareholders.
Morgan Stanley & Co. LLC is acting as financial advisor to RenaissanceRe
in connection with the transaction and Willkie Farr & Gallagher LLP as
legal counsel. Wachtell, Lipton, Rosen & Katz is acting as legal counsel
to RenaissanceRe’s Board of Directors in connection with the transaction.
Conference Call and Webcast:
RenaissanceRe will conduct an investor conference call on November 24,
2014 at 9:00 a.m. Eastern Time to discuss the transaction with
interested investors and shareholders. On the call will be
RenaissanceRe’s President and CEO, Kevin J. O’Donnell, and Executive
Vice President and Chief Financial Officer, Jeffrey D. Kelly.
The details of the call are as follows:
Date: November 24, 2014
Time: 9:00
a.m. Eastern Time
Toll-free number (U.S. callers): 1 (877) 512-9165
International
callers: 1 (706) 679-5795
Passcode: 38834873
Please dial in five to ten minutes prior to the start of the call.
In addition, interested persons may listen to the call, and access a
slide presentation to be referenced during the call, via the website of
RenaissanceRe at www.renre.com.
RenaissanceRe Holdings Ltd. is a global provider of reinsurance and
insurance. The Company’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.
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 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 and Platinum’s filings with the SEC,
including its Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q.
Additional Information About the Proposed Merger
and Where to Find It
This press release relates to a proposed merger between RenaissanceRe
and Platinum that will become the subject of a registration statement on
Form S-4, which will include a proxy statement/prospectus, to be filed
with the U.S. Securities and Exchange Commission (the “SEC”) that will
provide full details of the proposed merger and the attendant benefits
and risks. This press release is not a substitute for the 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, including 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.
Participants in the Solicitation
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. 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.
Other information regarding the participants in the proxy solicitation
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 regarding the merger when they become available. Investors should
read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
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