Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
Filed by the Registrant  o
Filed by a Party other than the Registrant  ☒
 
Check the appropriate box:
 
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
☒
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
 
PartnerRe Ltd.
(Name of Registrant as Specified In Its Charter)
 
EXOR S.p.A.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
☒
No fee required.
 
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
 
1.
Title of each class of securities to which transaction applies:
     
     
 
2.
Aggregate number of securities to which transaction applies:
     
     
 
3.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
     
     
 
4.
Proposed maximum aggregate value of transaction:
     
     
 
5.
Total fee paid:
     
     
o
Fee paid previously with preliminary materials.
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
1.
Amount previously paid:
     
     
 
2.
Form, schedule or registration statement no.:
     
     
 
3.
Filing Party:
     
     
 
4.
Date Filed:
     
 
On May 26, 2015, EXOR S.p.A. (“EXOR”) issued the following press release:
 
Conference Call Invitation

On Friday 29th May, 2015
at 4:30pm CET / 3:30pm GMT / 10:30am EDT
EXOR will host a Conference Call in English for
Analysts and Institutional Investors


Chairman and CEO John Elkann
will provide an update on the Company’s recent developments including
EXOR’s $137.50 per share all-cash Binding Offer to Acquire PartnerRe

A brief question and answer session will follow

The presentation can be followed live either by phone or webcast:
 
LIVE CONFERENCE CALL
 
To ensure that a line is reserved for you, please register your details in advance
by clicking on this link
 
Please dial in 5 to 10 minutes before the Conference Call is scheduled to start
 
Slides will be accessible on EXOR website at the following link 10 minutes before the Conference Call is scheduled to start
 
LISTEN-ONLY WEBCAST

Both slides and audio will be available at the following link
 
Please connect 5 to 10 minutes before the Conference Call is scheduled to start

 
In addition, after the Conference call,
the webcast, along with related slides, will be accessible on EXOR website
www.exor.com
 
 
Finally, a replay facility will be available until June 4th, 2015
 
 
 
 
 
Replay Passcode:  3059757
 
 
 
 
 Italy: +39 02 3041 3127
Italy, toll free: 800 088 741 
UK: +44 (0)20 3427 0598
UK, toll free: 0800 358 7735
USA: +1 347 366 9565
USA, toll free: 1866 932 5017
 
Should you have any questions, please contact
Fabiola Portoso
EXOR Investor Relations
Via Nizza 250, 10126 Torino, Italy
T +39 011 50 90 345
F +39 011 50 90 260
EMail: ir@exor.com
 
 
FORWARD-LOOKING STATEMENTS

Certain statements and information contained in this communication that are not statements or information of historical fact constitute forward-looking statements, notwithstanding that such statements are not specifically identified as such. These statements may include terminology such as “may”, “will ”, “expect”, “could”, “should”, “intend”, “commit”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, “intend”, or similar terminology, including by way of example and without limitation plans, intentions and expectations regarding the proposal to acquire PartnerRe Ltd. (“PartnerRe”), the financing of a potential transaction, and the anticipated results, benefits, synergies, earnings accretion, costs, timing and other expectations of the benefits of a potential transaction.

Forward-looking statements are related to future, not past, events and are not guarantees of future performance. These statements are based on current expectations and projections about future events and, by their nature, address matters that are, to different degrees, uncertain and are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future, and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including changes in general economic, financial and market conditions and other changes in business conditions, changes in commodity prices, the level of demand and financial performance of the major industries our portfolio companies serve, changes in regulations and institutional framework (in each case, in Italy or abroad), and many other factors, most of which are outside of the control of EXOR. EXOR expressly disclaims and does not assume any liability in connection with any inaccuracies in any of these forward-looking statements or in connection with any use by any party of such forward-looking statements. Any forward-looking statements contained in this communication speaks only as of the date of this communication.

EXOR undertakes no obligation to update or revise its outlook or forward-looking statements, whether as a result of new developments or otherwise. Names, organizations and company names referred to may be the trademarks of their respective owners. This communication does not represent investment advice neither a solicitation, nor a recommendation nor an invitation, nor an offer for the purchase or sale of financial products and/or of any kind of financial services as contemplated by the laws in any country or state.

 
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS

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. EXOR has filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the upcoming special meeting of the shareholders of PartnerRe at which the PartnerRe shareholders will consider certain proposals regarding the proposed transaction with AXIS (the “Special Meeting Proposals”).

This material is not a substitute for the Preliminary Proxy Statement that EXOR has filed with the SEC or any other documents which EXOR may send to its or PartnerRe’s shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, when filed, are available free of charge at the SEC’s website (www.sec.gov) or by directing a request to EXOR through the investor contacts listed above.

 
PARTICIPANTS IN THE SOLICITATION

EXOR and its directors, executive officers and other employees may be deemed to be participants in any solicitation of shareholders in connection with the Special Meeting Proposals.  Information regarding EXOR’s directors and executive officers is available in EXOR’s public announcements and filings with Consob and the Borsa Italiana, which can also be found at www.exor.com.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is available in the Preliminary Proxy Statement.