July 9th, 2015
Mr. Jean-Paul Montupet
Chairman, Board of Directors
Wellesley House South
90 Pitts Bay Road
cc: David Zwiener, Interim CEO
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Dear Mr. Montupet,
As you know, we previously wrote to you, on May 13, 2015 and May 22, 2015, expressing our concern that, with respect to the EXOR offer, certain actions of the Board of PartnerRe Ltd. (the “PartnerRe”) did not appear to have been in the best interests of PartnerRe shareholders. We are writing today to express our continued concern that the ongoing actions of the Board raise significant questions about the Board’s commitment to a fair process and are inconsistent with corporate governance best practices.
In particular, we believe that the Board’s decision to deny the customary request by EXOR to be provided with a list of PartnerRe Preferred Shareholders, in order to provide such holders with information about the EXOR offer, is unreasonable and frustrates the ability of Preferred Shareholders to fairly evaluate the AXIS transaction in comparison to the EXOR offer, and so denies them their right to vote on a fully-informed basis.
We believe that the Board is doing this in order to protect the AXIS transaction, in disregard of the shareholders’ best interests. We find this action egregious in today’s corporate environment of increased shareholder engagement, and to constitute an intentional failure to conform to current corporate best practices. This conduct is particularly outrageous in light of EXOR’s improved and superior offer which includes, among other things, a 100 basis point increase in dividends for PartnerRe Preferred Shareholders, call protection until 2021 and five years of capital distribution limits. We fail to understand how the Board’s refusal to disclose to EXOR the identity of PartnerRe’s Preferred Shareholders, so that EXOR could directly contact such holders in order to allow them to fairly consider the EXOR offer, is consistent with your fiduciary duties to such shareholders and the Board’s stated desire to maximize value for all shareholders. We strongly urge the Board to release this information to EXOR.
While we continue to understand the importance of maintaining a cordial relationship with AXIS, we would once again like to remind the Board that its first and foremost duty is to the Company’s shareholders, its true owners, who should be given the simple opportunity to fairly evaluate all legitimate strategic alternatives presented. Consistent with our own duties to our investors, we will not hesitate to exercise the rights available to us to hold the Board accountable. We look forward to a constructive dialogue and can be reached at 212-603-5700 at your convenience.
Thomas E. Sandell
Chief Executive Officer
Sandell Asset Management Corp.