Endurance Specialty Holdings Ltd.
("Endurance") ENH today commented on Aspen Insurance Holdings
Limited's ("Aspen's") AHL adoption of a poison pill "shareholder
rights plan" in response to Endurance's April 14 proposal to acquire all of
the common shares of Aspen for $3.2 billion, or $47.50 per Aspen share, with a
combination of cash and Endurance common shares.
Michael J. McGuire, Chief Financial Officer of Endurance, said: "At a time
when the Aspen board should be seriously considering an opportunity to deliver
significant value to its shareholders, it is instead focused on blocking them
from receiving that value and on taking actions to entrench themselves. This
is not a surprise given the lack of alignment and clear disdain Aspen's Board
has shown for its shareholders in summarily rejecting our proposal without any
discussion whatsoever.
"A poison pill is a well documented defensive step typically taken by an
entrenched board of directors. It's interesting Aspen's Board adopted a
poison pill that divides their shareholders into different categories - good
and bad, passive and active - a division that is currently the subject of
litigation in an unrelated situation.
"As if it weren't clear before, Aspen shareholders now have further evidence
of their Board's deliberate actions to prevent them from receiving attractive
value for a strategically sound acquisition. We remain fully committed to
delivering our highly attractive premium offer to Aspen shareholders," Mr.
McGuire concluded.
For additional information about Endurance's proposal to acquire Aspen,
including a slide presentation for investors, please visit
www.endurance-aspen.com or ir.endurance.bm.
About Endurance Specialty Holdings
Endurance Specialty Holdings Ltd. is a global specialty provider of property
and casualty insurance and reinsurance. Through its operating subsidiaries,
Endurance writes agriculture, professional lines, property, and casualty and
other specialty lines of insurance and catastrophe, property, casualty,
professional liability and other 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
Wellesley House, 90 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 visit www.endurance.bm.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements in this press release may include 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 Aspen
(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, 2013. Additional risks and uncertainties related
to the proposed transaction include, among others, uncertainty as to whether
Endurance will be able to enter into or consummate the transaction on the
terms set forth in the proposal, the risk that our or Aspen's shareholders do
not approve the transaction, potential adverse reactions or changes to
business relationships resulting from the announcement or completion of the
transaction, uncertainties as to the timing of the transaction, uncertainty as
to the actual premium of the Endurance share component of the proposal that
will be realized by Aspen shareholders in connection with the transaction,
competitive responses to the transaction, the risk that regulatory or other
approvals required for the transaction are not obtained or are obtained
subject to conditions that are not anticipated, the risk that the conditions
to the closing of the transaction are not satisfied, costs and difficulties
related to the integration of Aspen's businesses and operations with
Endurance's businesses and operations, the inability to obtain, or delays in
obtaining, cost savings and synergies from the transaction, unexpected costs,
charges or expenses resulting from the transaction, litigation relating to the
transaction, the inability to retain key personnel, and any changes in general
economic and/or industry specific conditions.
Forward-looking statements speak only as of the date on which they are made,
and we undertake no obligation publicly to update or revise any
forward-looking statement, whether as a result of new information, future
developments or otherwise.
Regulation G Disclaimer
In this press release, Endurance has included certain non-GAAP measures.
Endurance management believes that these non-GAAP measures, which may be
defined differently by other companies, better explain the proposed
transaction in a manner that allows for a more complete understanding.
However, these measures should not be viewed as a substitute for those
determined in accordance with GAAP. For a complete description of non-GAAP
measures and reconciliations, please review the Investor Financial Supplement
on Endurance's website at www.endurance.bm.
Return on Equity (ROE) is comprised using the average common equity calculated
as the arithmetic average of the beginning and ending common equity balances
for stated periods.
Third Party-Sourced Information
Certain information included in this press release has been sourced from third
parties. Endurance does not make any representations regarding the accuracy,
completeness or timeliness of such third party information. Permission to
cite such information has neither been sought nor obtained.
All information in this press release regarding Aspen, including its
businesses, operations and financial results, was obtained from public
sources. While Endurance has no knowledge that any such information is
inaccurate or incomplete, Endurance has not had the opportunity to verify any
of that information.
Additional Information
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.
All references in this press release to "$" refer to United States dollars.
The contents of any website referenced in this press release are not
incorporated by reference herein.
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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