PartnerRe has decided to seek shareholder approval of its original merger agreement with AXIS Capital, following EXOR’s de facto rejection of an offer to meet and discuss its own, unsolicited bid.
“PartnerRe will now proceed to shareholder approval of the transaction with AXIS Capital,” the Bermuda-based reinsurer said in a lengthy statement. “The board has not changed its recommendation with respect to, and continues to support, the pending merger with AXIS Capital.”
EXOR subsequently released a statement welcoming PartnerRe’s decision to allow its shareholders to vote on the AXIS deal.
“EXOR is confident that PartnerRe shareholders will vote in their best interest and that EXOR’s $137.50 per share all-cash binding offer will ultimately prevail as it provides superior value and certainty,” EXOR said in the statement.
PartnerRe had said it would be willing to meet with EXOR – an Italian investment firm – to see if it would improve its $6.8 billion bid for the company. But EXOR said it would negotiate in good faith only if the PartnerRe board said EXOR’s binding offer would likely be a “Superior Proposal” to the AXIS M&A deal that’s been in play since early this year.
PartnerRe rejected that idea on May 22, just 24 hours later.
“By demanding that declare their offer ‘reasonably likely to be a superior proposal’ as a precondition to any negotiations, EXOR has effectively rejected our board’s good faith offer made yesterday to engage in discussion on price and other terms,” PartnerRe said. “We have made it very clear that EXOR’s price and terms are unacceptable.”
PartnerRe left a tiny door open, however. The reinsurer noted that the waiver the board obtained from AXIS to talk to EXOR lacked any barriers to “full and open discussions,” and that it would still be willing to talk to EXOR “on that basis” to see if it would improve its offer – itself a second, higher bid.