Bli medlem
Bli medlem

Du är här

2015-03-31

Endurance Specialty Holdings Ltd: Endurance Specialty Holdings to Acquire Montpelier Re Holdings

Increases Endurance's Scale and Market Presence

Broadens Capabilities Through Addition of Lloyd's Franchise

Adds Established Third Party Capital Management Franchise

Accretive to Endurance Earnings Per Share and Return on Equity

PEMBROKE, Bermuda, March 31, 2015 - Endurance Specialty Holdings Ltd. (NYSE:
ENH) ("Endurance" or the "Company") and Montpelier Re Holdings Ltd. (NYSE:
MRH) ("Montpelier") today announced that they have entered into a definitive
merger agreement pursuant to which Endurance will acquire Montpelier for
consideration of 0.472 shares of Endurance and $9.89 in cash for each
Montpelier common share, which represents $40.24 per Montpelier common share,
or $1.83 billion in aggregate, based on Endurance's closing price on March
30, 2015.

John R. Charman, Endurance's Chairman and Chief Executive Officer, said,
"Endurance's strategic acquisition of Montpelier represents a compelling
value creation opportunity for Endurance's shareholders, with accretion to
earnings per share and return on equity. As a result of the transaction, we
expect to achieve meaningful transaction synergies through cost savings and
greater capital efficiencies. Importantly, the acquisition materially
increases our breadth of distribution with the addition of a good-sized and
scalable Lloyd's platform and an attractive property catastrophe business
that complements our existing reinsurance portfolio. The acquisition also
provides Endurance with a natural introduction to the business of managing
insurance and reinsurance investment products for third-party capital
investors. Montpelier's historic high quality portfolio reflects a
disciplined approach to underwriting that is consistent with Endurance's
strong risk management and underwriting culture."

Under the terms of the agreement, the aggregate consideration for the
transaction will consist of $450 million in cash and approximately 21.5
million Endurance ordinary shares, which are valued at approximately $1.4
billion based on Endurance's closing price on March 30, 2015. The cash
portion of the consideration will be funded through a pre-closing dividend
paid by Montpelier to its common shareholders. Following completion of the
transaction, Montpelier's existing shareholders will own approximately 32% of
Endurance's outstanding ordinary shares.

The acquisition price of $40.24 per Montpelier common share, based on
Endurance's closing price on March 30, 2015, represents a 19% premium to
Montpelier's unaffected closing price per common share as of the close of
business on December 10, 2014. The acquisition price also represents a
multiple of 1.21x Montpelier's fully converted book value per common share as
of December 31, 2014.

Christopher Harris, Montpelier's President and Chief Executive Officer, said,
"This transaction with Endurance provides significant value for Montpelier
shareholders through up-front cash and an equity interest in a combined
Endurance with enhanced scale, greater market presence and substantial
product and geographic diversity. The combination of our balance sheets, our
diverse underwriting platforms and high-quality books of business is a
compelling opportunity for our shareholders, customers and distribution
partners."

For the twelve months ended December 31, 2014, the two companies had pro forma
gross premiums written of $3.6 billion. Endurance common shareholders'
equity will increase from $2.8 billion to $4.1 billion, total capital will
increase from $3.7 billion to $5.5 billion, and total cash and invested
assets will increase from $6.7 billion to $9.3 billion on a pro-forma basis.
Endurance expects to achieve more than $60 million of annual run-rate cost
savings and to realize meaningful capital efficiencies from the acquisition.
The transaction is expected to be immediately accretive to earnings per share
and return on equity, excluding non-recurring integration and transaction
costs.

Endurance's Board of Directors will be expanded at closing to include three of
Montpelier's current directors. Endurance's senior management team will lead
the combined company from its Bermuda headquarters.

The agreement has been unanimously approved by both companies' Boards of
Directors. The transaction is expected to be completed in the third quarter
of 2015 and is subject to the approval of both companies' shareholders,
regulatory approvals and the satisfaction of customary closing conditions.
Funds affiliated with Charlesbank Capital Partners have agreed to vote their
Montpelier common share stake in favor of the proposed transaction.

Endurance's financial advisors in connection with the transaction are Morgan
Stanley&Co. LLC and Jefferies LLC, and its legal counsel is Skadden, Arps,
Slate, Meagher&Flom LLP. Montpelier's financial advisor in connection with
the transaction is Credit Suisse Securities (USA) LLC, and its legal counsel
is Cravath, Swaine&Moore LLP.

Investment Community Conference Call

Endurance will host a conference call beginning at 8:30 a.m. Eastern Time on
March 31, 2015 to discuss the transaction with interested investors and
shareholders. The conference call may be accessed by calling 888-256-9154
(international +1-913-312-0855) and entering passcode 9082882. Those who
intend to participate in the conference call should register at least ten
minutes in advance to ensure access to the call. A telephone replay of the
conference call will be available through April 14, 2015 by dialing
888-203-1112 or +1-719-457-0820 (international) and entering the pass code:
9082882. The slides for the presentation, as well as a webcast, can be
accessed at the Investor Relations section of the Endurance
website,www.endurance.bm. An online replay of the webcast will be available
shortly following the conclusion of the live broadcast.

About Endurance Specialty Holdings Ltd.

Endurance is a global specialty provider of property and casualty insurance
and reinsurance. Through its operating subsidiaries, Endurance writes
agriculture, casualty and other specialty, professional lines and property,
marine and energy lines of insurance and catastrophe, property, casualty,
professional lines and specialty lines of reinsurance. We maintain excellent
financial strength as evidenced by the ratings of A (Excellent) from A.M.
Best (XV size category) and A (Strong) from Standard and Poor's on our
principal operating subsidiaries. Endurance's headquarters are located at
Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing
address is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48
Par-la-Ville Road, Hamilton HM 11, Bermuda. For more information about
Endurance, please visithttp://www.endurance.bm/.

About Montpelier Re Holdings Ltd.

Montpelier, through its operating subsidiaries, is a premier provider of
global property and casualty reinsurance and insurance products. Additional
information can be found in Montpelier's public filings with the Securities
and Exchange Commission.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this press release may include, and Endurance may
make related oral, forward-looking statements which reflect our current views
with respect to future events and financial performance. Such statements may
include forward-looking statements both with respect to us in general and the
insurance and reinsurance sectors specifically, both as to underwriting and
investment matters. These statements may also include assumptions about our
proposed acquisition of Montpelier (including its benefits, results, effects
and timing). Statements which include the words "should," "would," "expect,"
"intend," "plan," "believe," "project," "anticipate," "seek," "will," and
similar statements of a future or forward-looking nature identify
forward-looking statements in this press release for purposes of the U.S.
federal securities laws or otherwise. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements in the Private Securities Litigation Reform Act of 1995.

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or may be important factors that could
cause actual results to differ materially from those indicated in the
forward-looking statements. These factors include, but are not limited to,
the effects of competitors' pricing policies, greater frequency or severity
of claims and loss activity, changes in market conditions in the agriculture
insurance industry, termination of or changes in the terms of the U.S.
multiple peril crop insurance program, a decreased demand for property and
casualty insurance or reinsurance, changes in the availability, cost or
quality of reinsurance or retrocessional coverage, our inability to renew
business previously underwritten or acquired, our inability to maintain our
applicable financial strength ratings, our inability to effectively integrate
acquired operations, uncertainties in our reserving process, changes to our
tax status, changes in insurance regulations, reduced acceptance of our
existing or new products and services, a loss of business from and credit
risk related to our broker counterparties, assessments for high risk or
otherwise uninsured individuals, possible terrorism or the outbreak of war, a
loss of key personnel, political conditions, changes in accounting policies,
our investment performance, the valuation of our invested assets, a breach of
our investment guidelines, the unavailability of capital in the future,
developments in the world's financial and capital markets and our access to
such markets, government intervention in the insurance and reinsurance
industry, illiquidity in the credit markets, changes in general economic
conditions and other factors described in our Annual Report on Form 10-K for
the year ended December 31, 2014.

Additionally, the proposed transaction is subject to risks and uncertainties,
including: (A) that Endurance and Montpelier may be unable to complete the
proposed transaction because, among other reasons, conditions to the closing
of the proposed transaction may not be satisfied or waived; (B) uncertainty
as to the timing of completion of the proposed transaction; (C) uncertainty
as to the actual premium of the Endurance share component of the proposal
that will be realized by Montpelier shareholders in connection with the
transaction; (D) uncertainty as to the long-term value of Endurance ordinary
shares; (E) failure to realize the anticipated benefits and synergies from
the proposed transaction, including as a result of failure or delay in
integrating Montpelier's businesses into Endurance; (F) the risk that
regulatory or other approvals required for the transaction are not obtained
or are obtained subject to conditions that are not anticipated; (G) the
inability to retain key pe...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.