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
[CEO email message to PartnerRe employees]
Dear
All,
Today PartnerRe
announced that we have entered into definitive agreements to acquire
PARIS RE, in a multi-step acquisition. Please see a link to the Press Release
below.
This is a very
important step in PartnerRe’s evolution for several reasons.
First, the
acquisition of PARIS RE, a European multi-line reinsurer, is the right
transaction at the right time. The increased capital, greater diversification
and broader market presence that we will have as a combined entity will improve
our competitive position and ensure we are better able to absorb risk in an
uncertain world. With reduced risk to our balance sheet, we will be in an even
better position to achieve our long-term strategic and financial goals – no
matter what the future may bring.
Second, PARIS RE’s
attributes make it a good fit with our Company. Like PartnerRe, it is a
reinsurer only. It has a compatible book of business and it is a mature
organization with deep technical skills – all of which we expect will limit the
integration risk that is normally associated with an acquisition.
Finally, this
transaction will not be a revolutionary change for PartnerRe. We are not
changing our strategy or our goals. Rather, PartnerRe will evolve to a position
of greater strength and size, without changing the values or the way we think
about, evaluate and manage risk – all of which have made PartnerRe the
successful company it is today.
I
will host a Group Videoconference later today (please see details below), where
we will cover these points in more detail and will discuss further what this
transaction means to you. As always, please feel free to send me any additional
questions that you have on Ask
the CEO on PartnerRelink, and
I will address them during the conference.
I
look forward to talking to you,
Patrick
[Details about the
Videoconference]
[Link to Press
Release]
[Link to Ask the
CEO]
[Link to External
Communications Policy]
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.