Disclaimer
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. This
communication relates to a proposed business combination
between PartnerRe Ltd. ("PartnerRe") and AXIS Capital
Holdings Limited ("AXIS") . In 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 of the documents
filed with the SEC by PartnerRe will be available free of
charge on PartnerRe's internet website at http://www.
partnerre. com or by contacting PartnerRe's Investor
Relations Director by email at robin.sidders@partnerre. com
or by phone at 1-441-294-5216. Copies of the documents
filed with the SEC by AXIS will be available free of charge
on AXIS' internet website at http://www. axiscapital. com
or by contacting AXIS' Investor Relations Contact by email
at linda.ventresca@axiscapital. com or by phone at
1-441-405-2727.
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 March 31, 2015 which was filed with the SEC on May 4,
2015 and its Current Reports on Form 8-K, which were filed
with the SEC on January 29, 2015, May 16, 2014 and March
27, 2014. 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 March 31, 2015 which was
filed with the SEC on May 4, 2015 and its Current Report on
Form 8-K, which was 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 in
PartnerRe's and AXIS' most recent reports on Form 10-K,
Form 10-Q and other documents on file with the SEC and the
factors given below:
[] 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 a condition to closing of the proposed
transaction may not be satisfied;
[] the risk that a regulatory approval that may be required
for the proposed transaction is delayed, is 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 of either PartnerRe or AXIS to effectively
integrate their businesses; and
[] the diversion of management time on transaction -related
issues.
PartnerRe's forward -looking statements are based on
assumptions that PartnerRe believes to be reasonable but
that may not prove to be accurate. AXIS' forward -looking
statements are based on 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 AXIS assumes responsibility for the
accuracy and completeness of any of 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.
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