Filed
by PartnerRe Ltd
Pursuant
to Rule 425
Under the Securities Act of 1933
Subject Company: PARIS RE Holdings
Ltd
Commission File No.: 021-98562
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July 6,
2009
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To All PARIS RE
employees,
As
you have seen in the press release, PartnerRe has entered into definitive
agreements to acquire PARIS RE. A member of our executive management team will
have the opportunity to talk to you in person over the next few weeks. In the
meantime, I would like to outline for you why I think this is a good step for
both of our organizations.
PartnerRe is
focused on creating long-term value for our stakeholders – delivering a product
of value to clients, producing an appropriate return to our shareholders and
ensuring a satisfying work experience for employees. In pursuing our strategic
and financial goals, we have secured our position as a high quality reinsurer
and we are committed to maintaining that position in any
environment.
In
the current environment, the future is increasingly uncertain. The global
financial crisis has demonstrated that we need to be ready for anything. In our
business, that means we need to reduce our downside risk. The increased capital,
greater diversification, broader market presence and deepened capabilities will
mean we are better able to absorb risk while pursuing healthy risk-adjusted
returns.
PARIS RE’s
attributes make you a good fit with our Company. Your commitment to reinsurance,
your experienced team with deep technical skills, and the mature and diversified
book of business that you have worked hard to develop over the years, are the
qualities we believe are essential in a successful reinsurer.
Finally, and most
importantly, we believe our values are aligned with yours. We both recognize
that our values of trust, transparency and integrity are critical in any
organization. We place a high value on being a company where employees are
treated with respect. I believe this will ensure a smoother transition for
everyone.
I
know that this type of event brings uncertainty to your life and you have had to
deal with much change in the past. Please rest assured that for the time being,
there will be no change to your day-to-day work life; you will continue in the
same job, and report to the same people for some time. When the time comes that
we need to make changes to integrate our two organizations, we will get
information to you as quickly as we can.
PartnerRe
Ltd.
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Phone +1 441
292 0888
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Wellesley
House South
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Fax +1 441
292 7010
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90 Pitts Bay
Road
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www.partnerre.com
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Pembroke HM
08
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Bermuda
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One of our
executives will meet with you face to face over the coming weeks to cover these
points in more detail and answer any questions you may have. In the meantime,
please feel free to send any questions you may have to corporate.communications@partnerre.com.
We will do our best to answer your questions and keep you informed of the
progress of the transaction.
Yours
sincerely,
Patrick
Thiele
President and CEO,
PartnerRe Ltd.
Cautionary Statement. This
document includes forward-looking statements based on currently available
information, operating plans, and projections about future events and trends. Our actual
results could differ materially from those predicted in such forward-looking
statements, and we undertake no obligation to update any such statements whether
as a result of new information, future events or otherwise. Please see
PartnerRe’s filings with the Securities and Exchange Commission (“SEC”),
including our annual report on Form 10-K and subsequent reports on Form 10-Q and
8-K, including the 8-K that we file in connection with this
transaction.
Additional Information and Where to
Find It: PartnerRe will file a proxy statement and, if required by
applicable laws and regulations, will file an exchange offer prospectus
with the SEC in
connection with the proposed transaction. PartnerRe and PARIS RE urge investors
and shareholders to read such documents when they become available and any other
relevant documents filed with the SEC because they will contain important
information. If these documents are filed, investors and shareholders will be
able to obtain these documents free of charge at the website maintained by the
SEC at www.sec.gov. In addition, documents filed with the SEC by PartnerRe are
available free of charge by contacting Investor Relations, PartnerRe Ltd., 90
Pitts Bay Road, Pembroke, Bermuda HM 08, (441) 292-0888 or on the investor
relations portion of the PartnerRe website at www.partnerre.com.
PartnerRe and its
directors, executive officers and other members of management may be deemed to
be participants in the solicitation of proxies from PartnerRe’s shareholders in
connection with the proposed transaction. Information regarding PartnerRe’s
directors and executive officers is set forth in the proxy statement for
PartnerRe’s 2009 annual meeting, which was filed with the SEC on April 9, 2009.
If and to the extent that PartnerRe’s directors and executive officers will
receive any additional benefits in connection with the transaction that are
unknown as of the date of this filing, the details of those benefits will be
described in the proxy statement and the exchange offer prospectus. Investors
and shareholders can obtain additional information regarding the direct and
indirect interests of PartnerRe’s directors and executive officers in the
transaction by reading the proxy statement and the exchange offer prospectus
when they become available.
Important Information for Investors
and Shareholders: This document shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. Subject to satisfaction of certain conditions precedent, PartnerRe
will file an exchange offer for PARIS RE shares and warrants to purchase such
shares. A detailed information document (a prospectus) will be filed with the
Autorité des Marchés Financiers (AMF) in France and will be accessible on the
websites of the AMF (www.amf-france.org) and PartnerRe (www.partnerre.com) and
may be obtained free of charge from PartnerRe.