Edgar Filing: PARTNERRE LTD

425

Global

Leader

Specialty

Insurance and Reinsurance

March 18, 2015

PartnerRe and

AXIS:

Filed by AXIS Capital Holdings Limited

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: PartnerRe Ltd.

Commission File No.: 001-14536

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

Amalgamation Overview

100% stock Merger of Equals structured as an amalgamation

Shares in PartnerRe and AXIS to convert to new shares in the Amalgamated company at a fixed

exchange ratio

Preferred shares to remain outstanding as preferred shares of the Amalgamated company

$11 billion pro forma market capitalization

AXIS shareholders will receive 1 common share and PartnerRe shareholders will receive 2.18 common

shares in the amalgamated company for each share they own

PartnerRe

will

own

approximately

51.6

percent

the

amalgamated

company

AXIS will own approximately 48.4 percent of the amalgamated company

Board of Directors to comprise 14 members, consisting of seven AXIS appointees and seven

PartnerRe appointees

Management

teams

reflect

balance,

leveraging

talent

from

both

organizations

Customary regulatory approvals

PartnerRe and AXIS shareholder approvals

Expected close in the second half of 2015

Structure

Deal Value

Pro Forma Ownership

Corporate Governance

of Combined Company

Approvals

World-Class Management Team

* Assuming the role of CFO no later than July, 2016

Jean-Paul L. Montupet, Non-executive Chairman

Michael A. Butt, Chairman Emeritus

Albert A. Benchimol, President & CEO

Joseph Henry, CFO

Bill Babcock, Deputy CFO & Lead

Integration Officer*

Emmanuel Clarke, CEO, Reinsurance

Peter Wilson, CEO, Insurance

Chris DiSipio, CEO, Life, Accident & Health

John

“Jay”

Nichols,

Head

Strategic

Business Development & Capital Solutions

Eric Gesick, Chief Risk & Actuarial Officer

Rick Gieryn, General Counsel

Noreen McMullen, Chief Human Resources

Officer

David Phillips, Chief Investment Officer

Richard Strachan, Chief Operations Officer

Strategic Rationale

Sustainable, long-term commercial growth prospects through combined scale, efficiencies and expanded

product capability

Meaningful capital synergies generating further flexibility to support growth and capital management initiatives

Financial Strength

Combination of two high-quality and conservative balance sheets

No external equity or debt financing required in Merger of Equals

$14.7 billion of combined capital with low leverage

ERM

Integrated Enterprise Risk Management practices in each organization to be strengthened by best practices of

each company

Limited Execution Risk of Integration

Shared philosophy of underwriting conservatism

Familiarity between the companies’

management teams

True merger of equals led by CEO with deep knowledge of both organizations. Other key executives have also

held senior roles at both companies:

AXIS Chief Risk and Actuarial Officer

AXIS Chief Investment Officer

Compelling Amalgamation Benefits

Both companies benefit from strong ratings, supporting customer confidence in their ability to

market

insurance

and

reinsurance

products

and

compete

with

other

insurance

and

reinsurance

companies

The insurance financial strength ratings assigned in respect of PartnerRe and AXIS by certain

rating organizations are detailed in the table below:

Strong Ratings

AXIS

Ratings

PartnerRe

Ratings

Agency's Rating Definition

Rating Review Status

Standard & Poor's

A+

"Strong financial security

characteristics"

Both companies have been affirmed

with stable outlook

A.M. Best

A+

"Superior ability to meet ongoing

insurance obligations"

Under review with negative

implications for both companies

Moody's Investor

Services

"Insurance companies offer good

financial strength"

AXIS rating under review with

possible upgrade. PartnerRe rating

has been affirmed with stable outlook

Fitch

A+

"Strong capacity to meet policyholder

and contract obligations"

AXIS rating placed on Rating Watch

Positive and PartnerRe rating placed

on Rating Watch Negative

PartnerRe/AXIS Capital

High-Level Amalgamation Process

Estimated

Transaction Close

18+ months

Finalize Integration

Structure

Announcement

Shareholder vote

S4 filing and SEC review

Antitrust approvals

Regulatory approvals

Integration Readiness

Integration Planning

Integration Execution

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

A Global Leader in Specialty Insurance and

Reinsurance

Combination will be a (re)insurance powerhouse with approximately $13bn combined shareholders

equity

(1)

Brings together two strong, world-class, successful companies building on existing strengths

Transaction creates a top 5 global reinsurance franchise with leading position in the broker channel

Primary specialty platform with $2.5bn+ in premiums across a diversified array of product lines

Top 10 Life, Accident & Health reinsurer

Value creation through combined franchise strengths including significant capital efficiencies and

meaningful synergies

Expanded ability to invest in growing specialty franchises

Enhanced ability to partner with other capital providers to deliver value to all stakeholders

Over $200 million in identifiable, actionable and concrete expense savings

Transaction

expected

meaningfully

accretive

earnings

and

return

equity

Clear common vision accelerates strategies for both companies

Growth accompanied by excellence in risk management

Best-in-class talent across all aspects of business

Compatible cultures facilitate integration

(1) Financial data as of 12/31/14

Strong Position in Three Attractive

Businesses

PartnerRe

Pro Forma Combined

AXIS

2014

GPW

BUSINESS OVERVIEW

$5.9B

$4.7B

$10.6B

P&C

Reinsurance

46%

Insurance

48%

A&H

P&C

Reinsurance

61%

Insurance

24%

Life, A&H

15%

Non-Life

Reinsurance

79%

Life and Health

21%

Global Reach with Opportunities for

Consolidating Locations

AXIS Office Locations

PartnerRe Office Locations

Transformative Combination Creating a

Leading Global Reinsurance Platform

Top 5 global reinsurer with approximately

$7 billion in GPW

Leading position among broker-based

reinsurers

Strong positions in specialty reinsurance

lines

Combination of two additive platforms with

highly regarded UW and service capabilities

Limited overlap in current portfolios

suggesting manageable attrition

Ability to leverage third-party capital to

deliver expanded client solutions

Note: Chart excludes life and health reinsurance GPW if publicly disclosed. Excludes Lloyd’s.

(1) Rankings are by 2013 GPW.

(2) Berkshire Hathaway Reinsurance includes General Re. Corp.

(3) GPW not disclosed. Indicated values are on a NPW basis.

Market position

Top Global P&C Reinsurers by P&C Reinsurance GPW

(1)

($ in billions)

(2)

(3)

$2.1

$2.3

$2.4

$3.3

$3.4

$3.5

$3.7

$4.0

$4.6

$4.7

$6.4

$6.7

$8.8

$10.4

$18.0

$22.6

Generali

RenRe / Platinum

AXIS

Mitsui Sumitomo

Fairfax Financial

Sompo Japan

General Insurance Co. of India

Mapfre

Allianz

Alleghany

Korean Re

XL / Catlin

Everest Re

PartnerRe

China Re

SCOR

PartnerRe + AXIS

Berkshire Re

Hannover Re

Swiss Re

Munich Re

Diversified Global Specialty Insurance

Business

Balanced portfolio mix between segments

Almost no business overlap in existing books*

Optionality to further accelerate growth in

desirable segments

Growing visibility among clients / distribution

partners / talent

PartnerRe’s D&F business complementary to

insurance

Pro Forma Combined Insurance Breakdown

2014 GPW

By Line of Business

Total Insurance GPW:

$2.6B

* With exception of Energy although not material to overall portfolio

Professional

Lines

33%

Property

25%

Liability

14%

PartnerRe's

D&F, Wholesale

& Other

Insurance

14%

Marine

Aviation

Credit and

Political Risk

Terrorism

Strategy Remains Appropriate

Leadership in Life and A&H with High Growth

Potential

A leading Life, Accident & Health franchise with

limited product overlap with truly global reach

$1.5 billion in combined premium

Top 10 Life & Health reinsurer (7th or 8th)

#1 health reinsurer in US

One of industry’s broadest product portfolios

Immediate and complementary global footprint

Minimal overlap in customers, distribution and risk

tolerance

Each

company

fills

the

gaps

the

other

–

highly

complementary organizations

Accelerates achievement of original strategies

Customer-centric service model

Broad set of products and services

Diverse distribution

Global reach/local service

Insurance and reinsurance capabilities

(hybrid model)

Entrepreneurship

Scale provides operational efficiency

Global Reinsurance

Success in a very competitive market

Key factors in Reinsurance:

Broad access to business

Preferred

market,

positioned

see

all

business

–

geographies

and

products

Ability

generate

new

business

–

providing

client

solutions

Underwriting outperformance

Ability to outperform market by disciplined underwriting (price), cycle management execution, large mistakes avoidance,

portfolio optimization and macro positions

Capital efficiency / flexibility

Ability to reduce cost of capital to sell competitive solutions to our clients and optimize ROE

Ability to leverage all sources of capital to respond to opportunities, optimize gross to net.

Cost efficiency

Ability to operate with lean resources in order to remain competitive

PartnerRe/

AXIS

combination

enhances

our

ability

succeed

the

current

environment

Merger strengthens relationships with

brokers & cedants

Creation of a credible and sizeable broker-committed underwriter aligns us with reinsurance

brokers in competition with top-four reinsurers

Both organizations have a commitment to a broker based distribution

Combined company will be leading broker-based reinsurer by GPW

Putting together sizeable capacity is a challenge in the highly fragmented state of broker

market reinsurers. A PartnerRe/ AXIS combination will ensure:

Larger capital base to take sizeable participations for its own account

A larger available selection of 3

party capital providers

The underwriting reputation that will allow brokers to easily fill in following shares

Cedants & reinsurance buyer trends include 1) panel consolidation and 2) expectation of

value added service from reinsurance partners

In both cases size, financial strength and expertise clearly matter

Combined company provides similar culture, brand values as well as continuity and

longevity in the market

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

Capital Management

Capital Security

Maturity

PRE

AXS

Combined

% of 2014

Capital

Senior Debt

2018

250

1.7%

Senior Debt

2019

250

1.7%

Senior Debt

2020

500

1,000

6.8%

Senior Debt

2045

250

1.7%

Capital Efficient Notes

2066

0.4%

Cumulative Preferred

Perpetual

854

628

1,482

10.0%

Common Equity*

6,251

5,252

11,503

77.7%

Total

7,917

6,880

14,797

100.0%

12/31/2014

* Includes non-controlling interests

Management

committed

retaining

robust

capital

excess

our

three

principle

thresholds:

Regulatory capital requirements

Internal economic capital model

Rating agency targets

Exceptional capital position provides strategic flexibility to fund growth and return capital to shareholders

Current capital positions strong at both companies

Share repurchases for both companies have been suspended until transaction close

Capital synergies created through combination enhance capital margins

High-quality, permanent capital structure with no immediate refinancing risk. No maturing debt until 2018

Low financial leverage for combined company:

Debt / total capital of 12.3%

Debt + preferred leverage of 22.3%

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

Conservative, Diversified Investment Portfolio

Strong risk cultures and conservative approach to investments

reflect primary objective of the investment function as a

support to the companies’

core (re)insurance activities

Both companies invest substantially more than the value of

their (re)insurance reserves in high quality, standard Fixed

Income instruments, making sure to match currency and

duration exposures of their liabilities

The combined entity is likely to maintain a credit quality of

A+ or above and will continue to have its allowable duration

range centered at the duration of its liabilities

Both companies emphasize internal management to construct

and shape the overall portfolio. Activities such as asset

allocation, benchmark construction, risk and compliance

monitoring and performance attribution / monitoring are

performed internally

The majority of security selection in PartnerRe is done

internally. AXIS Capital uses third party managers for security

selection in all of its strategies

The combined entity will follow a similar approach. The

enhanced scale will allow the combined entity to take

greater advantage of the control benefits of internal

management and to supplement its capabilities (and gain

attendant diversification) through the use of specialist

external managers

Total: $31.6 billion

Duration: ~3.3 years

Average credit quality

A+

Investment Grade Fixed Income

$24,202

Cash & ST Investments

$2,467

Non-Investment Grade Fixed Income

$2,164

Equities

$1,514

Other

$1,266

$ in millions

12/31/2014

77%

Cash & ST

Investments

Investment Grade

Fixed Income

Non-Investment

Grade Fixed Income

Equities

Other

Agenda

Amalgamation Overview

Combined Company Strategy and Outlook

Capital Management

Investment Strategy

Conclusion

Strategic Rationale

Sustainable, long-term commercial growth prospects through combined scale, efficiencies and expanded product

capability

Meaningful capital synergies generating further flexibility to support growth and capital management initiatives

Financial Strength

Combination of two high-quality and conservative balance sheets

No external equity or debt financing required in Merger of Equals

$14.7 billion of combined capital with low leverage

Enterprise Risk Management

Integrated

ERM

practices

each

organization

strengthened

best

practices

each

company

Limited Execution Risk of Integration

Shared philosophy of underwriting conservatism

Familiarity

between

the

companies’

management

teams

True merger of equals led by CEO with deep knowledge of both organizations. Other key executives have also held

senior roles at both companies:

AXIS Chief Risk and Actuarial Officer

AXIS Chief Investment Officer

Strength of Ratings

The

clients

AXIS

and

PartnerRe

value

the

high

quality

ratings

the

stand-alone

companies

The combined entity will be in an improved position to compete and management expects this increased strength to

support positive rating developments over the coming years

Compelling Amalgamation Benefits

connection with this proposed business combination, PartnerRe and/or AXIS may file one or more proxy

statements, registration statements, proxy statement/prospectus or other documents with the Securities and

Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement,

registration statement, proxy statement/prospectus or other document PartnerRe and/or AXIS may file with

the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF

PARTNERRE AND AXIS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION

STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED

WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

Any

definitive

proxy

statement(s)

(if

and

when available) will be mailed to stockholders of PartnerRe and/or AXIS, as applicable. Investors and

security holders will be able to obtain free copies of these documents (if and when available) and other

documents filed with the SEC by PartnerRe and/or AXIS through the website maintained by the SEC at

http://www.sec.gov.

Copies

the

documents

filed

with

the

SEC

PartnerRe

will

available

free

charge

PartnerRe’s

internet

website

http://www.partnerre.com

contacting

PartnerRe’s

Investor

Relations

Director

robin.sidders@partnerre.com

phone

1-441-294-5216.

Copies

the

documents

filed

with

the

SEC

AXIS

will

available

free

charge

AXIS’

internet

website

http://www.axiscapital.com

contacting

AXIS’

Investor

Relations

Contact

linda.ventresca@axiscapital.com

phone

1-441-405-2727.

Important Information For Investors And Stockholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any

securities or a solicitation of any vote or approval. This communication relates to a proposed business

combination between PartnerRe Ltd. (“PartnerRe”) and AXIS Capital Holdings Limited (“AXIS”). In

Participants in Solicitation

PartnerRe, AXIS, their respective directors and certain of their respective executive officers may be

considered participants in the solicitation of proxies in connection with the proposed transaction.

Information about the directors and executive officers of PartnerRe is set forth in its Annual Report on

Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015,

its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 1,

2014, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which was filed with

the SEC on October 31, 2014 and its Current Reports on Form 8-K, which were filed with the SEC on

March 27, 2014, May 16, 2014 and January 29, 2015. Information about the directors and executive

officers of AXIS is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014,

which was filed with the SEC on February 23, 2015, its proxy statement for its 2014 annual meeting of

stockholders, which was filed with the SEC on March 28, 2014, its Quarterly Report on Form 10-Q for

the quarter ended September 30, 2014, which was filed with the SEC on October 31, 2014 and its

Current Reports on Form 8-K, which were filed with the SEC on March 11, 2015, January 29, 2015,

August 7, 2014, June 26, 2014, March 27, 2014 and February 26, 2014.

These documents can be obtained free of charge from the sources indicated above. Additional

information regarding the participants in the proxy solicitations 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 when they become available.

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS

are

“forward-looking”

statements.

The

words

“anticipate,”

“believe,”

“ensure,”

“expect,”

“if,”

“intend,”

“estimate,”

“probable,”

“project,”

“forecasts,”

“predict,”

“outlook,”

“aim,”

“will,”

“could,”

“should,”

“would,”

“potential,”

“may,”

“might,”

“anticipate,”

“likely,”

“plan,”

“positioned,”

“strategy,”

and similar expressions, and

the negative thereof, are intended to identify forward-looking statements. These forward-looking statements,

which are subject to risks, uncertainties and assumptions about PartnerRe and AXIS, may include

projections of their respective future financial performance, their respective anticipated growth strategies and

anticipated trends in their respective businesses. These statements are only predictions based on current

expectations and projections about future events. There are important factors that could cause actual

results, level of activity, performance or achievements to differ materially from the results, level of activity,

performance or achievements expressed or implied by the forward-looking statements, including the risk

factors

set

forth

PartnerRe’s

and

AXIS’

most

recent

reports

Form

10-K,

Form

10-Q

and

other

documents on file with the SEC and the factors given below:

•

the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the

proposed transaction;

•

the failure to consummate or delay in consummating the proposed transaction for other reasons;

•

the timing to consummate the proposed transaction;

•

the

risk

that

condition

closing

the

proposed

transaction

may

not

satisfied;

PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable

but

that

may

not

prove

accurate.

AXIS’

forward-looking

statements

are

based

assumptions

that

AXIS believes to be reasonable but that may not prove to be accurate. Neither PartnerRe nor AXIS can

guarantee future results, level of activity, performance or achievements. Moreover, neither PartnerRe nor

Forward Looking Statements

•

the

risk

that

regulatory

approval

that

may

required

for

the

proposed

transaction

delayed,

not

obtained, or is obtained subject to conditions that are not anticipated;

•

AXIS’

or PartnerRe’s ability to achieve the synergies and value creation contemplated by the proposed

transaction;

•

the

ability

either

PartnerRe

AXIS

effectively

integrate

their

businesses;

and

•

the diversion of management time on transaction-related issues.

AXIS

assumes

responsibility

for

the

accuracy

and

completeness

any

these

forward-looking

statements.

PartnerRe and AXIS assume no obligation to update or revise any forward-looking statements as a result of

new information, future events or otherwise, except as may be required by law. Readers are cautioned not to

place undue reliance on these forward-looking statements that speak only as of the date hereof.