In the third volley of a contest between two Bermuda specialty companies on Monday, Endurance said that Aspen’s rejection of a bid to buy the company for $3.2 billion ignores the best interests of Aspen shareholders.
Peppered by words like “red herring” and “smokescreen,” the early afternoon response from Endurance Specialty Holdings to the dismissal of its bid to acquire all the common shares of Aspen Insurance Holdings for $47.50 per Aspen share came a few hours after Aspen’s board denounced the offer as an “ill-conceived proposal that undervalued [its] company.”
Aspen’s announcement used words like “strategic mismatch” and “unappealing business mix,” referring to Endurance’s new leadership and “unproven strategy,” as well as its lack of experience in making acquisitions.
“That’s a lot of value to leave on the table,” said John Charman, Chairman and CEO of Endurance, countered in Endurance’s response. “Cut through the rhetoric, and this transaction is all about value and the fact that Aspen shareholders are being denied the opportunity to realize that value,” he said in the statement, which went on to reiterate share price and earnings multiples set forth in the original proposal.
In a letter rejecting Endurance’s unsolicited proposal, Aspen accused Endurance of poaching its employees, and said that Endurance’s management model clashed with the “collaborative, teamwork-oriented culture” of Aspen.
“The uncertainty and distraction that would result from pursuing what [Endurance] proposes would be destructive of value for our company and our stockholders. Your ‘proposal’ is merely the request for a one-way option to start an investigation of our company and later decide if you wish to pursue a transaction,” the Aspen letter charged.
“The Aspen Board is vehemently opposed to the hostile attempt of Endurance to address its business problems at the expense of Aspen and its stockholders and to your potential effort to destabilize a key competitor,” the letter concluded.
Countering the “rejection,” enclosing the word in quote marks, Endurance characterized the “entrenched position” of Aspen’s board as “unsurprising in view of their past record of ignoring the best interests of Aspen shareholders.”
This is “simply an attempt to deflect from the highly attractive premium value the Endurance proposal represents by citing a series of unsubstantiated red herring objections,” Endurance’s statement said.
“Aspen’s arguments are merely a smokescreen for criticizing Endurance, a company that has from its inception, delivered superior growth in book value per share to that of Aspen,” Endurance’s statement said, going on to note Charman’s willingness to invest $25 million of his own personal funds in the deal and his track record of creating value and creating “team-oriented, entrepreneurial corporate cultures for employees.”
Charman joined Endurance in May 2013, after leading a third Bermuda competitor for nearly a decade—AXIS Capital Holdings, a company which he founded in 2002.