PartnerRe Moves To Speed Up Paris Re Deal

NU Online News Service, Sept. 29, 3:27 p.m. EDT

PartnerRe said it will expedite an estimated $2 billion stock-for-stock purchase of French-listed, Swiss-based reinsurer Paris Re.

In lieu of an exchange offer after its previously announced block purchase is completed, it will be moving directly to a merger vote, the Bermuda-based concern said.

The consideration granted to Paris Re shareholders remains unchanged at 0.30 PartnerRe common shares for each Paris Re common share, PartnerRe said.

PartnerRe added it has entered into previously announced agreements to acquire 77 percent of Paris Re's outstanding common shares--and had also previously acquired an additional 6 percent of Paris Re common shares.

The closing of the 77 percent block purchase is expected to occur in October 2009, the company said, and all PartnerRe and Paris Re shareholder approvals have been obtained.

Following the closing of the block purchase, PartnerRe had said it would commence a voluntary exchange offer for all remaining Paris Re common shares at a 0.30 exchange ratio, and then acquire any remaining shares through a compulsory merger at the same 0.30 ratio once it owned at least 90 percent of Paris Re's outstanding shares.

Now, PartnerRe said it will not commence the voluntary exchange offer, noting that Paris Re has agreed to call a shareholder vote on a merger following the close of the block purchase in October.

Through this merger, PartnerRe would acquire the remainder of Paris Re's shares, after the block purchase, at the 0.30 exchange ratio.

The merger would become effective in December 2009 and must be approved by at least 90 percent of all outstanding Paris Re voting rights. If 90 percent do not vote in favor of the merger, or if the merger is not effective on or prior to Jan. 31, 2010, the original transaction structure will be reinstated, PartnerRe said.