EXOR Turns to SEC, Bermuda Lawsuit in Pursuit of PartnerRe

June 3, 2015 by Mark Hollmer

PartnerRe may be moving ahead on merger plans with AXIS Capital Holdings, but upstart bidder EXOR isn’t going away quietly.

The Italian investment firm disclosed that it is suing in a Bermuda court to obtain ownership details from PartnerRe in order to directly communicate with shareholders about its proposed $6.8 billion all-cash bid for the company.

Additionally, EXOR filed a definitive proxy statement with the U.S. Securities and Exchange Commission in opposition to what it said is “the proposed inferior merger transaction with AXIS …. which is recommended by the PartnerRe Board.” This move is also designed to allow EXOR to communicate directly with PartnerRe shareholders about its $137.50 per share binding offer for the Bermuda reinsurer, and persuade them to vote against the AXIS merger when shareholders cast their ballots on July 24.

PartnerRe only announced the shareholder vote date on June 1, noting that its board strongly recommends shareholder approval of the PartnerRe/AXIS Capital merger. It offered to meet with AXIS to discuss its bid if it would be willing to sweeten the deal, but AXIS refused.

PartnerRe issued a brief response to EXOR’s lawsuit: “EXOR’s claims are without merit. We have complied with our obligations regarding the disclosure of shareholder information under applicable Bermuda and U.S. laws. We intend to vigorously defend ourselves and are confident that their claim will be rejected.”

PartnerRe and AXIS initially announced their merger agreement in January.

Sources: EXOR, PartnerRe