Filed by PartnerRe
Ltd
Pursuant to Rule
425
Under the
Securities Act of 1933
Subject
Company: PARIS RE Holdings Ltd
Commission File
No.: 132-02692
Cautionary
Statement Regarding Forward-Looking Statements
This
document includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on the Company's and
PARIS RE's assumptions and expectations concerning future events and financial
performance of the Company, PARIS RE or the combined entity. Such statements are
subject to significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. These forward-looking
statements could be affected by numerous foreseeable and unforeseeable events
and developments such as exposure to catastrophe, or other large property and
casualty losses, adequacy of reserves, risks associated with implementing
business strategies and integrating new acquisitions, levels and pricing of new
and renewal business achieved, credit, interest, currency and other risks
associated with the Company's, PARIS RE’s or the combined company’s investment
portfolio, changes in accounting policies, the risk that a condition to closing
of the proposed transaction may not be satisfied, the risk that a regulatory
approval that may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated, failure to consummate
or delay in consummating the proposed transaction for other reasons, and other
factors identified in PartnerRe’s filings with the United States Securities and
Exchange Commission and in the documents PARIS RE files with the Autorité des
Marchés Financiers (French securities regulator) and which are also available in
English on PARIS RE’s web site (www.paris-re.com). In
light of the significant uncertainties inherent in the forward-looking
information contained herein, readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the dates on which
they are made. Each of the Company and PARIS RE disclaims any obligation to
publicly update or revise any forward-looking information or
statements.
Contacts:
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PartnerRe
Ltd.
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Sard
Verbinnen & Co.
|
|
|
(441)
292-0888
|
(212)
687-8080
|
|
|
Investor
Contact: Robin Sidders
|
Drew
Brown/Jane Simmons
|
|
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Media
Contact: Celia Powell
|
|
|
Additional
Information and Where to Find It
PartnerRe
will file a proxy statement and exchange offer prospectus with the United States
Securities and Exchange Commission (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. 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.
Final
Transcript
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Conference Call
Transcript
PRE - Q2 2009 PartnerRe Ltd.
Earnings Conference Call
Event Date/Time: Jul 28, 2009 /
02:00PM GMT
|
CORPORATE
PARTICIPANTS
Robin
Sidders
PartnerRe
Ltd. - IR
Patrick
Thiele
PartnerRe
Ltd. - President and CEO
Albert
Benchimol
PartnerRe
Ltd. - EVP and CFO
CONFERENCE
CALL PARTICIPANTS
Jay
Gelb
Barclays
Capital - Analyst
Jay
Cohen
BAS-ML
- Analyst
Matthew
Heimermann
JPMorgan
- Analyst
Terry
Shu
Pioneer
Investments - Analyst
Dan
Johnson
Citadel
Investment Group - Analyst
Lobeira
Flaut
RLBGC
- Analyst
Joshua
Shanker
Citigroup
- Analyst
PRESENTATION
Before
we begin the call, I would like to remind all participants that they are in a
listen only mode. (Operator Instructions). If you have not received a copy of
the press release, it is posted on the Company's website, www.partnerre.com or
you can call 212-687-8080 and one will be faxed to you right away. Just as a
reminder, this call is being recorded.
I would
now like to hand the conference over to Robin Sidders, Director of Investor
Relations at PartnerRe who will begin the call. Please go ahead,
ma'am.
Robin Sidders -
PartnerRe Ltd. - IR
Good
morning and welcome to PartnerRe's second-quarter and half-year 2009 earnings
conference call webcast. As a reminder, our second-quarter financial supplement
can be found on our website at www.partnerre.com in the investor relations
section by clicking on supplementary financial data on the financial reports
page.
On
today's call are Patrick Thiele, President and CEO of PartnerRe, and Albert
Benchimol, Executive Vice President and CFO of PartnerRe. Patrick will start
with an overview of the quarter and then hand over to Albert, who will provide
more details on the results. Patrick will conclude with some additional
commentary on the July 1 renewal and beyond and then we will open the call up
for a question-and-answer session.
I will
begin with the Safe Harbor statement. Forward-looking statements contained in
this call (technical difficulty) from the Company's assumptions and expectations
concerning future events and financial performance of the Company, PARIS RE or
the combined entity are made pursuant to the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
significant
business,
economic, and competitive risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward-looking
statements.
PartnerRe's
forward-looking statements could be affected by numerous foreseeable and
unforeseeable events and developments such as exposure to catastrophe or other
large property and casualty losses, adequacy of reserves, risks associated with
implementing business strategies and integrating new acquisitions, levels and
pricing of new and renewal business achieved, credit, interest, currency, and
other risks associated with the Company, PARIS Re's or the combined Company's
investment portfolio. Changes in accounting policies, the risks that a condition
to the closing of the proposed transaction with PARIS Re may not be satisfied;
the risks that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions that are not
anticipated; failure to consummate or delay in consummating the proposed
transaction for other reasons; and other factors identified in the Company's
filings with the Securities and Exchange Commission.
In light
of the significant uncertainties inherent in the forward-looking information
contained herein, listeners are cautioned not to place undue reliance on these
forward-looking statements which speak only as of date to which they are made.
The Company disclaims any obligation to publicly update or revise any
forward-looking information or statements.
In
addition during the call, management will refer to some non-GAAP measures when
talking about the Company's performance. You can find a reconciliation of those
measures to GAAP measures in the Company's financial supplement.
With
that, I will hand the call over to Patrick.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Thanks,
Robin. PartnerRe had an excellent second quarter and first half of 2009, with
our reinsurance and capital markets businesses performing well, benefiting from
a low level of large losses and improvement in the global capital markets. For
the first half of 2009 we generated an 18% operating return on equity and a 15%
growth in GAAP book value per share to a record $73.85.
PartnerRe's
performance over the last two years of the financial crisis has been very
credible. Since June 30, 2007, our GAAP book value per share grew from $58.96 to
$73.85 as of June 30, 2009. That represents 25% growth despite a one in 75 year
crisis in the capital markets. This clearly points to the underlying strength
and stability of our business model and of our execution
capabilities.
Albert
will walk you to the details of the quarter and the first half of 2009. He will
also discuss the PARIS RE acquisition process, including the fact that we have
secured another approximately 20% of PARIS RE's shares outstanding which we
bought at the block purchase.
I'll come
back at the end to talk about the July 1 renewal and a market outlook. And with
that, I will hand the call over to Albert now to walk you through the results in
more detail.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Thank
you, Patrick, and good morning, everyone. This was indeed an excellent quarter
across the board. In fact, we view it as a better quarter than might be
indicated by a quick review of our reported numbers.
To
illustrate my point, I would highlight four factors. First, the stronger US
dollar as compared to last year's second quarter distorts growth rates in
premiums and investment income. Second, our various premium adjustments and
timings of bookings that increase or decrease premiums in any given quarter, in
the second quarter of 2009, premium adjustments and timing issues were some $50
million worse than in '08.
Third, we
utilized some of our cash flow to pay down debt earlier this year and this also
held back growth of investment income. Finally, our operating expenses include
$10 million of costs related to the acquisition of PARIS RE. Absent these
acquisition-related costs, operating income for the second quarter would have
been modestly ahead of the second quarter 2008 figures as opposed to the
marginal drop we reported. Notwithstanding these headwinds, our annualized
operating ROE was a strong 19.5% for the quarter.
Our
annualized net income ROE was an extraordinary 50.6%. This is due to the
recovery in capital market asset values which led to realized and unrealized
gains of $307 million. Since we adopted FAS 159 for virtually our entire
investment portfolio, changes in fair values do lead to higher volatility in net
income and net income ROE.
Last year
when the markets were collapsing, it caused us to report net losses due to the
reduction in the fair value of our assets notwithstanding strong operating
results. We were confident then that these reductions in value were not
indicative of impaired asset quality but rather of the risk aversion and
illiquidity prevalent in global securities markets. Now that this fear is
receding, our asset values are recovering as we fully expected they
would.
While
there remain significant debate in industry and accounting circles on how to
best report changes in market values of investments, we are comfortable that our
approach provides the transparency and conservatism expected by our various
audiences and that the attended volatility in reported results appear to be well
understood by our key stakeholders.
Our
non-Life segment, which is comprised of our US P&C, Global non-US P&C,
Global Specialty, and Catastrophe subsegments had reported lower net premiums
written and earned as well as a modestly lower technical result year-over-year.
Reported net premiums written decreased 11% as compared to the 2008
quarter.
There are
three components to our reported premium numbers, current production,
adjustments to prior period premium estimates, and FX. We isolated the impact of
FX to properly reflect our market activities in our local markets. We also
believe that adjustments to prior period premium estimates and bookings are a
lagging indicator and should be considered prior to reaching any conclusions
with regard to our writings in the current environment.
Of the
11% reduction in net premiums written reported in '09, FX accounts for 6.8%
while prior period premium estimates and adjustments for bookings were a
negative 4.7%, thus current period writings would be up close to 0.4% absent
these adjustments. Given the depressing effect on premiums of the slower global
economy, lower premiums in the US agricultural sector, non-renewals of
catastrophe purchases by certain state-sponsored cat programs, as well as
unsatisfactory market conditions in certain lines including US casualty, we view
this adjusted 0.4% growth as an acceptable outcome.
While we
have been in a generally declining pricing environment over the past few years,
the underwriting results held up very well, given the low incidence of midsized
and large losses as well as the continued favorable development of our
reserves.
I will be
happy to get into more detail in the Q&A session, but essentially excluding
prior year and prior period reserve changes, the loss ratio is about 0.5 point
higher in 2009 than it was in 2008. We estimate large losses and special events
were close to 5 points worse -- sorry, better in '09 than in '08, but that
benefit was substantially offset as we booked higher attritional loss ratios in
2009 given that pricing is not keeping up with loss cost trends in our
view.
Nevertheless,
the technical ratio of 75.6% and the combined ratio of 83.5% are both
improvements over the ratios reported in the prior year's second
quarter.
Our US
operations reported a marginal increase in net premiums written primarily due to
increases in the property structured risk, motor, and credit and surety lines of
business, offsetting reductions in casualty and agriculture.
The US
subsegment reported a much better technical result in '09, reflecting low loss
activity in the current quarter while in 2008, we were also booking higher loss
ratios given our view of anticipated claim activity related to the financial
crisis D&O as well as credit and surety.
In our
Global P&C subsegments, net premiums written and earned are actually up in
local currency 6.2% and 1.2% respectively. But given the adverse impact of FX,
this segment reported reductions in both metrics on a US dollar basis. This
segment continued to report strong results with a technical ratio of 75.2%
refracting low loss activity, although this was modestly higher than the prior
period's ratio.
Our
global specialty subsegment had the largest reduction in net premiums written
this quarter with net premiums written down 10.3% on a local currency basis,
although here again, they are down by a larger percentage in US dollars. The
fundamental driver of the reduction was a significant positive premium
adjustment in 2008 while we had modest premium reductions in 2009.
So absent
FX and premium adjustments, premiums written were actually up some 4% in 2009,
driven by Marine and Specialty Property. These were offset by declines in credit
and surety as we cut back on this line of business earlier this year and
engineering, where the global economy is having a significant impact on new
project development and where we had -- as I mentioned before -- positive
adjustments in '08.
Also as
you may have heard from other sources, many clients are budget constrained in
the poor economy and in some cases are purchasing less coverage as an offshore
energy. The technical ratio of 87% is [most susceptible] given pricing pressures
in certain lines as well as a high loss ratio booked in our credit and surety
line given the economic conditions.
The
Catastrophe subsegment had another extraordinary quarter, reporting negative
loss and technical ratios given the absence of catastrophe losses and favorable
development. Net premiums written in the Catastrophe subsegment declined
year-over-year primarily due to FX changes and estimated premiums; cancellations
on the Texas Windstorm Insurance Association treaties; and downward
reinstatement premium adjustments related to the reduction of our Hurricane Ike
loss. There was also some timing differences in the booking of premiums this
year versus last year.
Our
technical result in '09 was $70 million on a net earned premium basis, $52
million. Both the '09 and '08 quarters benefited from the absence of large
losses and favorable reserve developments.
As you
know, we earn our catastrophe premiums according to risk exposures, so our
first-half catastrophe premiums are significantly lower than the premiums earned
in the second half. You should expect to see a significant increase in
third-quarter catastrophe premiums earned as compared to the second
quarter.
So given
all of that and a very strong result for the second quarter, our six-month
technical results for consolidated non-Life segment was up 9% over the prior
year to $319 million. After operating expenses, the combined ratio for the six
months was 85.3% as compared to a combined ratio of 89% in the first half of
2008.
Volume
trends are similar for our Life segment. Net premiums written and earned were
both up for the quarter and six month basis in local currencies, but down when
reported in the stronger US dollar. In local currency, net premiums written were
up 3% for the quarter in 6% for the six-month period. This increase was driven
by growth in the longevity portfolio and new business in health, partially
offset by downward premium adjustments in the mortality line.
While we
have been growing our Life book over the past several years and its
profitability has been emerging pretty much as expected, the big story in our
Life results for the past few quarters was the volatility in the guaranteed
minimum death benefit or GMDB line, given the performance of the underlying
French CAC 40 Index. All the other lines have been and continue to be performing
according to expectations.
As we
explained in prior quarters, there is a mark-to-market component to our GMDB
results even if we have not necessarily incurred any increased claims. The
declining equity markets over the last year caused us to take negative reserve
adjustments for the GMDB business. Now that the equity markets are recovering,
we have booked a positive adjustment in the quarter. This has led to a technical
result of $11 million in the second quarter of '09, with a similar trend for the
six-month period.
In order
to allow observers to better identify the drivers of our Life performance, we
have modified our financial supplement for the period to isolate the impact of
changes, estimates for the GMDB line, as well as to provide information
regarding the sensitivity of such business to changes in the reference
index.
Our Life
segment's allocated underwriting result which includes allocated investment
income and operating expenses was $15 million for the quarter and $20 million
for the six-month period. We expect that as the impacts of the GMDB line fades
away, we will report a more consistent and higher level of profits in our Life
business. We also expect to start reporting information on the embedded value of
our reinsurance business during 2010.
We had
strong capital markets performance in the quarter and year-to-date. Our capital
markets activities added $436 million pretax to second-quarter results with $123
million contribution to operating income and an additional $313 million from
nonoperating sources. This reflects a consistent approach to investment income
on the one hand and a recovery in capital market conditions which raised the
value of our invested assets and capital markets exposures.
Consolidated
investment income was $136 million for the quarter, of which $15 million was
allocated to Life operation. This is down modestly year-over-year but this is
substantially due to FX without which investment income would have been flat and
the use of our cash to repurchase debt. While debt repayment holds back
investment income growth, its benefits are evident in the meaningful reduction
of our interest expense.
We do not
anticipate any more debt repayment for the year and so expect that absent the
impact of FX, investment growth should resume. We are seeing modestly lower
reinvestment rates this quarter as spreads have tightened significantly.
However, incremental cash flow and some higher-yielding opportunities in private
markets should make up for that.
Risk-free
rates increased during the quarter as fears of a great depression receded and
market participants were increasingly concerned with the negative effects of
large government deficits. In fact, the rise in risk-free rates had a negative
impact of $157 million to the market value of our portfolios. However, the
tightening credit spreads, higher equity valuations, and increases in the
carrying value of interest and investee companies added $470 million to our
portfolio.
Our
consolidated portfolio achieved a total return of 3.9% in local currencies for
the quarter, outperforming the risk-free alternative by over 500 basis points.
Our fixed income portfolio achieved a return of approximately 2.8% in local
currency terms, while our capital asset portfolio, which includes equities,
private market investments, and insurance-linked securities, delivered a total
return of 15.5%.
For the
six months ended June 30, 2009, consolidated net investment income was $269
million, of which $30 million was allocated to Life results. The year-over-year
reduction is again entirely due to FX. Our consolidated portfolio achieved a
4.4% return in local currency and we reported realized and unrealized gains of
$236 million.
Reported
GAAP operating cash flow was $174 million this quarter, compared to $220 million
in the second quarter of '08, and for the half-year period, it was $428 million
in '09 compared to $519 million in '08. The decrease over comparable periods
reflects lower underwriting cash flows due to lower premiums collected on
certain lines of business and higher outflows for claims including Hurricane Ike
and the annual account settlement of the 2008 US agricultural
business.
I want to
address three other items on the income statements. Our operating expenses were
$98 million for the quarter compared to $97 million in the second quarter of
'08. The second quarter of '09 includes $10 million in advisory and legal fees
related to the upcoming acquisition of PARIS RE. Otherwise we benefited from the
stronger dollar, which reduced the conversion of our euro and Swiss franc based
operating expenses.
Interest
expense continues to decline given the repayment in January of half of the
original $400 million debt associated with our [range] forward transaction and
the reduction of approximately 75% of our capital efficient notes in
March.
The total
tax expense was $57 million for the quarter, comprised of a charge of $31
million against operating income and a charge of $26 million against net
realized investment gains. In the second quarter of '09, the effective tax rate
on operating income was 14% consistent with our expectations and the strong US
and European source profits.
On our
nonoperating income, the relatively low tax charge of 8.4% was mainly due to the
geography of the gains as well as the partial reversal of the valuation
allowance on unrealized losses we established in the first quarter.
For the
year to date, the tax expense was $117 million compared to the $56 million tax
charge on operating income and a $61 million tax expense on nonoperating gains.
The effective tax rate on operating income was 13.6%, which is within the range
we shared with you in prior communications.
Moving
onto our balance sheet, total investments in cash stand at $12.1 billion
compared to $11.4 billion at the end of the first quarter. During the second
quarter of '09, the investment portfolio increased by $792 million. The weaker
US dollar in the second quarter as compared to the end of the first quarter
increased the portfolio value by $287 million while the market value of our
fixed income portfolio increased by $246 million and the equity and equity-like
assets increased by $61 million. Investment income, net cash contributions to
our portfolio, and other items added another $198 million.
Our asset
allocation changed modestly in the second quarter as we added a little more risk
to our portfolio. We added $50 million to equities in April and shifted $325
million out of the MBS and treasury portfolios into credit. This shift within
the fixed income portfolios reduced the percentage of AAA securities and cash to
58% at June 30 from 62% at March 31. But the average rating of our portfolio
remains solidly in the AA range.
Overall,
we are at the low end of our range for capital market risks and we certainly
have the intellectual and capital resources to assume more capital market risk.
However, the recent run-up in asset prices and our concern that the eventual
recovery may be less robust than reflected in current market values may dampen
our enthusiasm to do so in the near term.
Gross
non-Life reserves are $7.4 billion at June 30 while net non-Life reserves were
$7.3 billion. Changes over prior periods reflect normal ongoing underwriting
activities and claims payments. During the second quarter, we incurred total
non-Life losses of $374 million and paid claims of $600 million.
As I
noted earlier in my discussion of operating cash flow, the higher claim payments
this quarter are primarily attributable to the annual settlement of the US
agricultural book as well as higher cat loss payments. Separately, the impact of
currency movement increased net reserves by $231 million during the
quarter.
There
were a number of adjustments to prior period reserves in the quarter and given
the analysis that many of you put on prior period changes, I want to go through
that.
First, we
received a number of notices from cedents advising us of downward revisions to
premium estimates for prior periods. As we reduced the prior period premium
earned estimates, we also reversed the IBNR established for those premiums. This
led to a $17 million reduction to prior year reserves as opposed to a net
increase of $6 million relating to prior period premium adjustments in the
second quarter of '08. Since premiums earned and reserve movements generally
have offsetting impact, these changes to reserves have a little impact on the
bottom line.
Second,
the ongoing low level of reported losses for prior years caused us to reduce our
loss estimates for those periods and this led to a release in reserves of $126
million as compared to $137 million in the second quarter of '08.
Since it
is very important to distinguish changes in reserves due to changes in premium
estimates from those that are due to changes and other factors, we have modified
our financial supplements disclosure for the period to provide additional
details between those two.
Finally,
we reviewed our loss estimates for premiums earned in the first quarter of 2009
and determined to increase those by $6 million. In contrast, during the second
quarter of 2008, we reduced our estimates for prior quarter losses by $16
million.
Given the
increase in risk-free rates, the [time] value of money in our non-Life reserves
increased by $144 million for the quarter to total $883 million. As you will
recall, I indicated earlier that the increase in risk-free rates reduced our
investment portfolio by close to $157 million. So you can see the changes in
interest rates affect our investment portfolio and time value of money in the
reserves in offsetting directions and this serves to insulate our economic
balance sheet from the impact of changes in interest rates.
We will
load on our website later this week the customary information on time value of
money in our non-Life reserves. We also expect to publish our loss reserve
triangles within the next week or so, but obviously we will issue a press
release in advance of the exact date of the publication.
Gross
reserves for policy benefits for Life and Annuity contracts were $125 million
for the quarter and totaled $1.5 billion at June 30. Life reserves had favorable
development of $4 million for the quarter, primarily due to the GMDB line of
business.
Our total
capitalization was up over 10% in the quarter and stands at $5.3 billion at June
30. Of that amount, wholly 90% is common equity or perpetual preferred shares,
so we have very little leverage on our balance sheet. The only significant
change to our capitalization this quarter was a $486 million increase to our
common shareholders equity driven by our operating income, nonoperating gains,
an increase in the currency translation account, offset by common and preferred
dividends.
Our
common shareholders equity stands at a record $4.2 billion or $73.85 per common
share, an increase of close to 13% for the quarter and 15.5% for the first six
months of the year.
More
importantly, we grew book value per share by over 5% through the last 12 months,
which include the worst capital market conditions of our lifetime and the third
worst catastrophe in history. The growth in our book value over the last year,
three-year, five-year period, or even inception to date have demonstrated that
while we may have some quarterly or even annual volatility, we have still
delivered on our long-term book value growth targets.
For
example, over the last five years, our industry has experienced three active
catastrophe years and the worst financial crisis of our lifetimes. Yet through
it all, we grew book value per share by an average of 10.6% per annum and
continued our track record of uninterrupted annual increases in
dividends.
To
conclude, I do want to chat a bit about PARIS RE. As you know, we announced on
July 5 the planned acquisition of PARIS RE. The consideration for the
acquisition is 0.3 shares of PartnerRe for every PARIS RE share, subject to
certain adjustments under certain circumstances. Separately PARIS RE is expected
to deliver a capital distribution to its shareholders equal to CHF4.17 or $3.85
per share.
We
purchased 6% of PARIS RE ahead of the announcement at terms similar to the
previously announced block purchase. Separately, we had negotiations --
negotiated the block purchase for 57% of PARIS RE which we expect to close early
in the fourth quarter. Since then we negotiated the purchase of approximately
19.5% of additional PARIS RE common shares outstanding from founding investors
of PARIS RE to be closed simultaneously with the block purchase. And thus, we
currently own or have contracts to purchase about 83% of the
company.
We expect
to purchase the remaining shares in the voluntary public exchange offer and once
we have 90% of the shares, we will initiate a compulsory squeeze out merger for
100% of the company. Given this schedule, we should fully consolidate the PARIS
RE balance sheets and financial results in the fourth quarter of the year with a
small minority interest in our equity accounts. This minority interest will be
reversed once we have affected the compulsory merger.
We expect
to issue close to 26 million PartnerRe shares in exchange for the PARIS RE
shares assuming no adjustment to the exchange rate and this includes 1.5 million
shares that we issued in exchange for the initial 6% purchase we completed in
early July.
The
overall share issuance and consolidation of PARIS RE balance sheet should add in
excess of $1.7 billion to our capital, giving us approximately $7 billion in
total capital by the end of the year. This should position PartnerRe as the
fourth largest global reinsurer in terms of capital with the second-best ratings
package in the industry. We are confident that with the enhanced financial
strength and flexibility, it will allow us to take maximum advantage of whatever
opportunities are present in our market place.
With
that, I will return the call to Patrick.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Thanks,
Albert. And now to the forward-looking part of the call. Going forward, we
expect a continuation of the market we are currently experiencing. By that I
mean some lines are improving while some lines are broadly stable and others are
still declining. Overall, it's profitable stagnation. The worldwide global
recession continues to put pressure on exposure levels leading to downward
pressure on insurance company written premiums.
Reinsurance
pricing is at adequate levels overall but certainly there's no market-wide lift
all the boats hardening going on. The only improving areas are those that have
suffered significant losses in the last year such as US Cat and Aviation. There
is ample reinsurance capacity available, but few signs of it being put to work
at less than adequate pricing. The reinsurance market has proven to be more
stable than the primary market.
Within
that environment, we had a good July 1 renewal. In this I include the US June 1
Cat renewal with total premium up 11% on a constant currency basis. Premium
reductions in US Casualty and in Cat were more than offset by growth in
engineering, global agriculture, and global property. The overall growth was
primarily due to PartnerRe's specific efforts and our strong franchise, rather
than general market improvement. Our expected or price return on attributed
capital continues to be in the low to mid teens for the book as a
whole.
Looking
forward, it is increasingly apparent that we are going to be in this environment
of profitable stagnation through the January 1, 2010 renewals and perhaps
beyond.
Typically
when we talk of markets improving or deteriorating it is in the context of
pricing, but that doesn't take into consideration the fact that reported losses
have been materially less than expected. For example, PartnerRe's US book has
shown actual losses that are less than expected every quarter for the last three
years excepting Ike. And this is despite the financial crisis and its expected
impact upon D&O and E&O losses.
What that
means for us is that we have continually had favorable prior-year development
while at the same time maintaining the integrity of our loss reserve portfolio.
It also means that the current year returns on attributed capital that I have
quoted over the last few years have proven to be low estimates of
actual.
Obviously
there's no guarantee that these favorable loss trends will continue into the
future. The current recession is depressing economic activity while at the same
time deflation is hitting many product prices. The real key is longtail lines
loss experience, casualty and excess liability, motor most importantly, and
whether inflation and social inflation return to ramp up severity
again.
We still
expect some acceleration of casualty loss frequency and severity over the next
few years as the economy recovers and as inflation increases from its current
depressed level. But probably not enough to cause a broad market turn or
subsequent easy growth opportunities for all market participants. That is the
context for the PARIS RE acquisition. The acquisition will position us well both
in terms of capital and
diversification,
but also in terms of competitive positioning and potential profitable growth. We
believe we can deliver on that because we have the people and the experience to
help ensure a smooth and successful integration process.
In
summary, I feel as good about PartnerRe's strength and our position in the
reinsurance industry as at any time in the last eight years. We are confident
that despite all the uncertainty in the economy and in the reinsurance and
capital markets we can continue to deliver on our financial goals while
maintaining our prudent risk profile.
With
that, I will open up the call to questions. Operator, we are ready for the first
question.
QUESTION
AND ANSWER
(Operator
Instructions) Jay Gelb, Barclays Capital.
Jay Gelb -
Barclays Capital - Analyst
Thanks,
good morning. First, I had a question for Albert on the accretion for the PARIS
RE deal. I believe on the conference call announcing the deal you said that the
deal for PARIS RE would be accretive in 2010 before merger charges. Given what
seems to be a one-quarter acceleration on the consolidation of the results, if
I'm right about that, can you update us on your outlook for the level of
accretion and to what extent -- any further detail you can give us on that I
think would be helpful.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Okay,
Jay, I'm not sure that we are accelerating the closing. I think it was always
our expectation that we would be consolidating the financials in the fourth
quarter and that we would be reporting fully consolidated results for 2010. So I
want to make sure that we set the record on that.
With
regards to the accretion, the way we've done it is we looked at some of the
historical numbers and we put them together to derive some accretion. We did not
make separate financial forecasts for PARIS RE and PartnerRe. We don't do it
that way. So what we -- as I mentioned to you in the PARIS RE call, was that
under various scenarios, the results for the combined companies were better than
the results for the PartnerRe standalone, which is why we were prepared to make
a student that the combined companies should have -- should be accretive in
earnings vis-a-vis the standalone.
But it is
not -- we are not making a projection of X earnings on a stand-alone basis and Y
earnings on a combined basis.
Jay Gelb -
Barclays Capital - Analyst
I
see, okay. And then you mentioned a couple one-timers in the quarter. First, the
M&A expenses, do you expect any additional M&A expenses to be reflected
for Partner going forward that we should keep in mind?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Yes,
obviously as you might imagine, we are working very hard right now to issue the
proxy and the various materials that are necessary to get the approvals
necessary. We are spending some time and effort getting the various regulatory
approvals, and so there will definitely be some additional legal expenses and
some accounting expenses as we go through those. I do not expect that they will
be of the same scale and magnitude as they were in the second quarter, but we
should expect to see those continuing for the rest of the year.
Jay Gelb -
Barclays Capital - Analyst
Okay,
and when will the proxy be filed by PartnerRe?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
We
are hopeful to have something submitted to the SEC in the early first half of
August. Ultimately the release of that document will be dependent -- or the
effectiveness of the document will be fully dependent on the SEC's response and
review.
Jay Gelb -
Barclays Capital - Analyst
Right.
And then on the net investment income comment, were you talking about increases
in linked-quarter net investment income or year-over-year?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
It
would have been quarter-over-quarter, not year-over-year, because if you look at
it, our second quarter of 2009 is a little bit better than the second quarter of
2008 and we would expect that to be the case again through the third and fourth
quarters.
Now with
regard to year-over-year, the real big factor is FX and obviously we can't
project that, but you do know that over the last three weeks, the US dollar has
weakened significantly, reversing pretty much all of the gain that it had in the
first half. And so if we can eliminate the FX impact, then I would feel most
confident that we would be able to achieve both year-over-year and
quarter-over-quarter growth in investment income.
Jay Gelb -
Barclays Capital - Analyst
And
less of a drag on results overall from FX from a weak dollar?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Well,
yes. And just if you don't mind, Jay, I will take this as an opportunity. It
might be confusing, but the US dollar is weaker year-over-year for the second
quarter, but it's stronger second quarter versus the first quarter. And so what
you have seen is a negative through the various income statement items and a
modest positive through the balance sheet items.
Jay Gelb -
Barclays Capital - Analyst
That's
helpful, thank you.
(Operator
Instructions) Jay Cohen, Bank of America-Merrill Lynch.
Jay Cohen -
BAS-ML - Analyst
Thank
you, three questions. The first is you seem to suggest that the kind of reserves
you were establishing and the loss ratio you were putting up for credit crisis
related claims suggested maybe a better environment '09 versus '08. Is that
accurate?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
I
think the best thing we can say the credit book is that the recent reports, the
recent loss reports that we get and we get them on a monthly basis is showing a
stabilization of the loss levels. Whether this represents a trend that will
continue on through the rest of 2009 we are not prepared to say yet, but at
least there's been some signs of stabilizations. (multiple speakers) It is at a
higher level still in 2009 than in 2008.
Jay Cohen -
BAS-ML - Analyst
Got
it. Second question, obviously the premium adjustment distorted the growth in
this quarter. If I looked at the third quarter of '08, were there any material
premium adjustments that might distort how things looked the third quarter of
'09 on a year-over-year basis?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
One
of the issues that we have with that -- we will get you the numbers, but the
real thing is we don't know yet what the third quarter of '09 will be. And what
really matters is the difference in the impact between the '08 actual and the
'09 actual. And again, I want to be clear here.
A lot of
these premium adjustments are lagging indicators because our clients give us
premium estimates on a quarterly basis and as you know, they update that again
when they give us the renewal submissions, and then they go back and they go,
well, you know what, it turns out that we were more active in this line than we
thought we would be or we were less active and every year -- every quarter we
get some adjustments. Some cases they are up. Some cases they are
down.
In an
environment like this one, you tend to see more negative adjustments because
either the pricing wasn't as good as they thought they could get or especially
with regard to the lower economy, you know, the underlying exposures for workers
comp or sales or sales volume and so on and so forth are negative.
Now what
we have done starting in '08 is we've taken a small discount to the premium
estimate to try to avoid future adjustments, but obviously these have not been
sufficient. So we will continue to monitor that and report on it. What I can say
is whereas I don't know what the third quarter of '09 will do; there wasn't any
material adjustment in the third quarter of '08.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
I
think you should think about the July 1 renewal information as probably the best
estimate. And then you have to basically adjust it for currency, and as Albert
says, at the current level, currency hopefully won't be much of an impact for
the third quarter.
Jay Cohen -
BAS-ML - Analyst
Got
it, that's helpful. The last question, obviously you grew your equity base
pretty significantly this quarter and in fact to your point, you've been growing
even throughout this credit crisis. Not growing the top line all that much,
meaning the capital adequacy on the surface looks like it is a lot better. What
is -- and then your stock below book value, what's the thought of reinstating
some sort of buyback program?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Obviously
these are things that we look at. I think that in anticipation of the PARIS RE
acquisition, the public exchange offer, I think it's unlikely that there's going
to be any significant buyback activity. I think once that happens, we will be
able to take a look at both the opportunities that we have available to us as a
combined company and our capital needs and we will act on it at that
point.
As you
point out and just to add to that, I think we have significant financial
flexibility both in terms of the capital adequacy but as I noted also, we have
the lowest financial leverage we have had in many years. I think we have got a
good track record of capital management for the benefit of our shareholders.
Obviously conditioned with the PARIS RE acquisition, which limit our flexibility
over the next few months, but I think you can look forward to our managing
capital as best we can for the benefit of our shareholders going
forward.
Jay Cohen -
BAS-ML - Analyst
Good
message, thank you.
Operator
Matthew
Heimermann, JPMorgan.
Matthew Heimermann
-
JPMorgan - Analyst
Hi.
Just a couple clean-up questions. First on the specialty segment, were there any
aviation losses related to Air France or anything else running through the
numbers this quarter?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Yes.
Matthew Heimermann
-
JPMorgan - Analyst
Okay,
and then with respect to the investment portfolio, it looked like if I read the
disclosure right there was an increase in the BBB and below "non-Agency MBS" in
the quarter and I was just trying to reconcile that with your comment of
reducing MBS in the quarter.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
I
think if you look overall, it was mostly the GS CMBS that was down in the
quarter and frankly just to give you a reason for that, we think they are kind
of rich right now. With the government support and the Fed action, the buyback
MBS is such that right now, we think you're getting maximum value and that's
where the reduction came.
Matthew Heimermann
-
JPMorgan - Analyst
Okay,
that's fair. And is that -- and that in part reflects your view on interest
rates as well?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Again,
I think our concern is that interest rates will likely increase, which is also
why we reduced the duration of our portfolio to three years. And as you will
recall in the prior years, it was closer to 4. So we just want to make sure that
we are cautious.
Matthew Heimermann
-
JPMorgan - Analyst
Okay
and then n the BBB and below, was that -- were there rating changes in the
quarter? I was just curious what drove that.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
There
were some downgrades in the quarter. There were some downgrades in the quarter,
but again, they were -- given the quality of the underlying assets that we have,
this is not like a blanket downgrade of CMBS or a blanket downgrade of RMBS.
Obviously the financial institutions did get downgraded and we took a little bit
of that. But when you look at the overall percentages, we are quite comfortable
with that.
Matthew Heimermann
-
JPMorgan - Analyst
Okay,
fair enough. Like I said, just clean up. Thanks.
Terry
Shu, Pioneer Investments.
Terry Shu -
Pioneer Investments - Analyst
I
have a few questions. First on the July 1 renewals, I think you commented in
your press release that you saw your overall book grow on 11% on a constant
exchange basis. Can you elaborate a bit on that number in terms of exposure
growth, pricing, and such?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
You
mean in terms of line or --?
Terry Shu -
Pioneer Investments - Analyst
In
a general sense. This is for the overall book.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
I
think it was actually -- it was pretty consistent across our book with the
exception being the US, where markets continued to be reasonably weak and
probably the weakest as anyplace in the world. In fact, we didn't grow in the US
in July. The rest of the growth was obviously in the global book and it was
pretty evenly spread with the exception of cat because again for the reasons
that Albert mentioned in terms of the TWIA and a few other things that went on
in the cat book, we did not grow in our cat book on June 1, July 1.
If you
had to characterize the market on July 1, again, US is weak. Europe is okay.
It's kind of stuck at the high single digit sort of ROEs. Emerging markets were
quite competitive on July 1, Latin America, Asia. Specialty lines were a bit of
a mixed bag. Some were up, some were down. Engineering was good. Aviation,
Marine was okay. And some were still down.
I guess
part of the growth as I mentioned in my talk wasn't so much due to market
conditions as a whole. It was due to a handful of deals that were not broadly
taken to the market that we wrote in reflection of our franchise brand name in
the market. So I wouldn't characterize the market as having an 11% growth rate
on July 1. We had 11% growth rate.
Terry Shu -
Pioneer Investments - Analyst
Right,
right. And maybe you can just talk about when you look at your results, your
really excellent combined ratio, a big chunk of that is from prior-year reserve,
favorable development, and this quarter more so than other quarters. But on an
accident year basis, the combined ratio is much higher, so how should we look at
this going forward? As you said, you cannot quite predict what the future trends
will be, but the prior years are benefiting from much better resolved deflation
of loss cause in some cases.
So as we
forecast forward, how should we look at this? Reserve releases most likely will
come down, but on an accident year basis, I'm just trying to think it through.
The gap is just so wide. What is the combined ratio? I would think that going
forward, the combined ratio is likely on a reported basis to deteriorate from
these probably unsustainably positive numbers. Is that the right way to look at
it? Because 80s is really -- and the high teens type ROE is not the current
accident year. Is that right?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
The
calendar year number that we report is our best estimate.
Terry Shu -
Pioneer Investments - Analyst
Right,
right, and the calendar year is around or 100 plus?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
No,
the calendar year is (multiple speakers)
Terry Shu -
Pioneer Investments - Analyst
No,
not calendar year, I'm sorry. The accident year, the accident year is. So should
we look at the accident year as your best estimate of the current
book?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
I
think in some cases it is actually easier to forecast over the calendar year
than it is to try to break it down into specifics.
Terry Shu -
Pioneer Investments - Analyst
All
right, okay. Again, because the development is just so favorable, how should we
quite look at it?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
There
are two components to prior year development. One is the systemic that we have
seen. As we've said before, we recognize the uncertainty that exists in certain
longtail lines. By being conservative or being prudent in our initial loss ratio
(multiple speakers) that that matures over period of time, we would have more
often than not expect to come out as prior period positive
development.
There is
also another component of prior period development, which is the fact that as I
was saying in my comments, that we had the AME turn be conservative because in
fact losses have been coming in less than expected. We also said -- it's
difficult to continue to forecast forward continue better than expected loss
development or loss trends, actual being better than expected. But the number
that we publish is our best estimate of the loss ratio.
Terry Shu -
Pioneer Investments - Analyst
Right.
I understand that. I'm just trying to break down what you said, the various
components a little better for forecasting purposes. And when you talk about --
I think you used the word stagnant prosperity. Can you also comment on your view
of the primary market? I assume that because they are your clients, as we look
at it, I would assume that that statement really applies to both the primary
industry and the reinsurance industry, although the reinsurance industry seems
to be doing better. Is that --?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
I
think that's true. I think certainly the premium impact has been a little bit
more severe, I think at least initially on the insurance industry. They are
closer to the exposure declines that are occurring because of the economy. And
the pricing at the primary level has not responded broadly to the reduction in
profitability.
The
reinsurance market overall has been more stable and for those lines where there
were losses in fact, we are getting price increases on an excessive loss
basis.
Terry Shu -
Pioneer Investments - Analyst
Right.
I'm asking this because there is one primary industry executive arguing that we
are going to see a meaningful turn because results are really terrible on the
primary basis in the US that it's just not showing up yet because of reserve
releases. And he argues that the combined ratio right now for the primary
industry is close to 110. I just don't quite see it, so I just am asking
(multiple speakers)
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Yes,
I guess two points on that. One is the US market is only about 30% of our
business at least in this quarter. And so one should -- you can't read into our
results just the US conditions. The US is the weakest market with the exception
of a couple of the emerging markets in the world. And obviously profitability is
not frankly up to our standards there. We are maintaining our position there,
but it's kind of a wait-and-see position as anything else.
Terry Shu -
Pioneer Investments - Analyst
Right,
right, thank you very much.
Operator
Dan
Johnson, Citadel.
Dan Johnson -
Citadel Investment Group - Analyst
Great,
thanks, I will try to be brief. The Cat premium segment in the quarter you noted
had some adjustments due to FX and adjusted notifications from clients. Can you
try to flesh that out a little more into more of a specific number in the
quarter?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Yes,
let me give you three pieces that are probably some relevance. The first is last
year in 2008, we had a late booking of $10 million that really should have been
in the first quarter and so it just added $10 million to that. Secondly, in the
second quarter, the TWIA had non-renewal and the reduction in reinstatement
premiums, obviously we had favorable development on Ike and so we of course
would give back the reinstatement premium. That's probably around $13 million,
$14 million.
And
finally, not just for us but for everybody, don't forget that the CEA booked for
a 13-month renewal, so all of us have CEA premiums in '08 that we don't show in
'09 on a written premium basis.
Dan Johnson -
Citadel Investment Group - Analyst
So
help me -- did that help the first quarter of '09 or the third
quarter?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
No,
it helped '08 versus '09 for the full year.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Generally
the cat, both the April 1, June 1, and July 1, pricing was certainly adequate.
Profitability at least on our measure was in the high teens to the low 20s price
ROEs. It did not reach back to the 2006 levels, 2007 levels. But it's an
attractive market and it's a relatively stable market. Risk-adjusted pricing did
not increase all that much.
Dan Johnson -
Citadel Investment Group - Analyst
Was
there any FX to talk about as well in that comparison, 2Q over 2Q?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Yes,
there was a modest amount of FX. Let me get it for you precisely. I don't want
to give you the wrong number. FX was a couple of points on cap.
Dan Johnson -
Citadel Investment Group - Analyst
A
couple of percentage growth?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Yes,
negative.
Dan Johnson -
Citadel Investment Group - Analyst
To
the negative, yes. And then finally, the prior period reserves, can we just talk
a little bit about sort of the predominant years and categories that drove the
number please?
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
It
actually happened in all years literally with what I would call the midterm
years being the best, which is 2004 to 2006. There is one comment I want to make
which really relates to what Patrick said earlier. And that is the composition
of the reserve release is changing by line and let me give you a
statistic.
In the
second quarter of 2008, of our net reserve releases, around 27% came from
long-tail lines; 20% came from mid-tail lines; and 46% came from short-tail
winds. In the second quarter of 2009, 51% came from the long-tail lines; 4% came
from the mid-tail lines; and 45% came from short-tail lines. And I think that
what this tells you is the following.
As you
know, it takes a little longer to start to release longtail lines because you
want to make sure you've got some maturity and you have heard a lot of people
tell you that '04, '05, '06 was looking good and so I think what you are seeing
now is you are seeing some of that starting to emerge through the reserve
releases. The mid-tail lines, which includes things like credit and surety and
engineering and so on, obviously there's no room for reserve release at that
point since the conditions are so tough there. And short-tail lines tend to be
more or less where they have been in the past.
And so I
think what you are seeing is a greater shift towards longtail lines because now
there's enough maturity in those lines of business such that if we started to
see data, we will probably be responding to it. Of course, we can't make any
prediction as to whether or not we will see any data, but it's more likely that
we will response to it now for the mid decade years much more so than a couple
of years ago.
Dan Johnson -
Citadel Investment Group - Analyst
Great,
thank you very much.
[Lobeira
Flaut], [RLBGC].
Lobeira Flaut -
RLBGC - Analyst
Good
day. I have got four questions about the PARIS RE acquisition. First of all, I
would like to know when do you expect a decision from each of the required
authorities listed in the purchase agreement? Have you already filed the
proposed acquisition with some of them?
Secondly,
could you confirm that the tender offer will be settled even though PartnerRe
does not reach the 90% threshold to initiate the merger process? Then do you
think that Q3 '09 interim dividend will be recorded before the block swap? And
what about Q4 and Q1 '10? I mean do you think that they will be recorded between
the block swap and the tender offers settlement?
Finally,
could you confirm that the tender offer settlement will be in PartnerRe shares
listed in Paris Euronext? Thank you very much.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
I
apologize, I missed your second question. I've got the one on the timing of the
regulatory approval and you've asked about the block trade. But your second
question, I'm sorry I did not catch.
Lobeira Flaut -
RLBGC - Analyst
Okay,
so the second one is about 90% threshold to initiate the merger process. I would
like to be sure that the tender offer will be settled even though you do not
reach this threshold.
Albert Benchimol
-
PartnerRe Ltd. - EVP and CFO
Okay,
thank you. Let me address those. Number one, we have obviously all of the
regulators are aware of this. Some of the filings are in, some are not. We
expect to have all of the filings in within the end of this week and if not the
end of this week, certainly early next week. So we are certainly on schedule
with regard to the approvals. Obviously we cannot be certain of how long it
takes, but generally if you look at prior M&A activity, it's anywhere from
three to four months from the date of the announcement of the transaction is
when you get the approvals.
We don't
expect there to be any reason for us to be longer than that. After all, neither
PartnerRe nor PARIS RE are major marketshare leaders in any key markets, so the
antitrust and so on should not be an issue. As you know, we are a AA company
with very, very strong capital. We are purchasing an A- company. I cannot
believe that any regulator would have an objection to that especially since our
ratings have been confirmed with regard to the acquisition. So the approvals,
they are on schedule and we do not anticipate any problem.
With
regard to the tender offer, we will absolutely start the voluntary tenders. It
is our intention to start the voluntary tender offer as soon as we have the
block trade. There are two conditions precedents that need to be -- to happen
which we do not control. One is the AMF approval of our tender offer and the
second is the opinion, supporting of opinion of a financial expert which is
required. We do not expect that to be a problem and so we fully intend to
proceed subject to those conditions precedent.
You talk
about the 90%. Look, we already have control of 83% and so we have absolutely
every confidence that we will achieve and exceed the 90% and that what we are
going through with regard to the tender offer and the eventual squeeze out
merger are simply procedural details that will require us to get to where we
need to be.
With
regards to the timing of the dividend, I cannot tell you. Our dividend is
periodic. It happens every quarter. I do not know whether or not there will be a
dividend declared between the block trade and the exchange offer. That really
depends on the vagaries of the calendar. But if there is a dividend declared
between the block trade and the closing of the exchange offer, we will
compensate the PARIS RE shareholders for the value of that dividend by
increasing the compensation through the PartnerRe shares.
Finally,
I do want to confirm that in the public exchange offer we are applying for a
listing on a European Stock Exchange and that the exchange offer would be for
PARIS RE shares traded on a European Stock Exchange.
Lobeira Flaut -
RLBGC - Analyst
Okay,
great. Thank you very much.
Joshua
Shanker, Citi.
Joshua Shanker -
Citigroup - Analyst
Thank
you very much. I will make it short, another PARIS RE question. I am not so
familiar with their business model. In merging together, will that change your
retro buying behavior, your net to growth and what not?
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Certainly
not in the short term. They will continue to negotiate their own retro program
for the 2009 and the 2010 year. After that, we will re-examine our retro buying.
Obviously we are moving up in terms of scale and we have more capital as a
group. So we are better able to handle the truly severe events that could happen
as a combined company, but whether there's any specific need for retrocession
around a particular line, we haven't decided that yet.
Joshua Shanker -
Citigroup - Analyst
Okay,
thank you very much.
It
appears we have no further questions at this time. I would like to turn the
conference back over to our speakers.
Patrick Thiele -
PartnerRe Ltd. - President and CEO
Well,
thank you very much for your attention. It was obviously a very good quarter.
It's a very good start first half of the year. Our hope is that we have a good
second half as well and we can come back in early 2010 and talk about having
another record year in terms of the operations of the Company. Thank you very
much.
That
concludes today's conference. Again, we thank you all for joining
us.
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