PartnerRe Ltd. (NYSE:PRE) signed a definitive amalgamation agreement to acquire AXIS Capital Holdings Limited (NYSE:AXS) from High Ridge Capital LLC and other shareholders for $5.4 billion in stock on January 25, 2015. Under the terms of the transaction agreement, PRE shareholders will receive 2.18 shares of the combined company's common shares for each share of PRE common shares they own and AXIS Capital shareholders will receive one share of the combined company's common shares for each share of AXIS Capital common shares they own. Upon completion of the transaction, shareholders of PRE and AXIS Capital will own approximately 51.5% and 48.5% of the combined company, respectively. On March 25, 2015, the transaction received early termination of waiting period under the HSR Act.

PRE Chairman, Jean-Paul L. Montupet will be non-executive chairman of the combined company. AXIS Capital Chief Executive Officer Albert A. Benchimol will serve as Chief Executive Officer of the combined company. The new company will have a 14-person Board of Directors, consisting of seven AXIS Capital directors and seven PRE directors, including Messrs. Montupet and Benchimol. Current AXIS Capital Chairman, Michael A. Butt will continue to serve on the Board as Chairman Emeritus. Costas Miranthis will step down as Chief Executive Officer of PRE and as a member of the PRE Board. PRE Director David Zwiener will assume the position of interim Chief Executive Officer of PRE until the completion of the transaction. Emmanuel Clarke will be Chief Executive Officer, Reinsurance; Peter Wilson will be Chief Executive Officer, Insurance; Chris DiSipio will be Chief Executive Officer, Life, Accident and Health; and John (Jay) Nichols will be responsible for Strategic Business Development and Capital Solutions. Joseph Henry will be Chief Financial Officer and Bill Babcock will be Deputy Chief Financial Officer and Lead Integration Officer. PRE headquarters will be located in Bermuda.

The transaction is subject to approval by the shareholders of PRE and AXIS Capital, regulatory clearance, the Registration Statement shall have become effective under the Securities Act, Amalgamated Company Common Shares been authorized for listing on the NYSE and customary closing conditions. The transaction has been unanimously approved by the Board of Directors of PRE and AXIS Capital. The transaction will be accretive for both PRE and AXIS Capital. On February 17, 2015, PRE Ltd. and AXIS Capital Holdings Limited, a Bermuda exempted company entered into the first amendment, according to which PRE will amalgamate with AXIS and the combined company will continue as a Bermuda exempted company. On March 10, 2015, PRE Ltd. and AXS entered into the second amendment to the agreement wherein certain administrative clarifications to the agreement were made. On May 4, 2015, PRE Ltd. and AXS announced that PRE shareholders will receive a special one-time cash dividend of $11.50 per share in connection with and conditioned upon the closing of the merger. As per the amendment made on May 3, 2015, the termination fee has been modified to $280 million. As on May 17, 2015, Axis is not considering improving on its offer. The transaction is expected to close in the third quarter of 2015. As on May 26, 2015, the transaction has received antitrust clearance from the European Commission with respect to the definitive amalgamation agreement. AXIS Capital and PRE have now received all competition-related approvals required for the completion of their amalgamation agreement but is still subject to approvals by the shareholders of both companies, regulatory clearances, and customary closing conditions. As of June 1, 2015, AXS and PRE Ltd. recommend their shareholders to vote for the amalgamation agreement and AXS special meeting of shareholders will be held on July 24, 2015 to seek shareholder approval of the amalgamation agreement. This meeting will now take place on August 7, 2015. As on June 5, 2015 PRE and AXIS have filed a registration statement on Form S-4 with the Securities and Exchange Commission and a definitive joint proxy statement/prospectus of PRE and AXIS and other documents related to the proposed transaction. As on June 8, 2015, PRE's Board reaffirmed its recommendation of the transaction, and urges preferred shareholders to vote FOR the transaction. As on June 17, 2015, PRE's Board reaffirmed its recommendation of the transaction, and urges shareholders to vote FOR the transaction. Early termination notice was granted by FTC on March 23, 2015. On July 15, 2015, the transaction entered into fifth amendment and on July 16, 2015, a merger presentation was filed. Pursuant to the amalgamation agreement, PRE shareholders will receive a cash dividend of $17.5 for each share of PRE, if the merger is consummated. As on July 16, 2015, PartnerRe agreed to match terms of an exchange offer proposed by Exor for PartnerRe preferred shares. As part of amendment, the condition that PRE's obligation to close the amalgamation is subject to absence of a three notch rating downgrade from A.M. Best for AXIS' insurance subsidiaries domiciled in Bermuda, and the reciprocal condition for AXIS as it applies to the A.M. Best ratings of PRE's insurance subsidiaries domiciled in Bermuda, is waived off. The new amalgamated company will launch an exchange of newly issued preferred shares of the amalgamated company for each series of preferred shares held by PRE preferred shareholders. The exchange ratio for the deal remains unchanged and is expected to close in third quarter of 2015. As of July 28, 2015, Glass, Lewis & Co. has recommended that AXIS Capital shareholders vote in favor of the transaction.

Alejandro Przygoda, David DeNunzio and Carlos Marque of Credit Suisse acted as financial advisor and Phillip R. Mills, Daniel Brass, Zain Ur Rehman, Felipe M. Heiderich, Sebastian Schneider, Kyoko Takahashi Lin, Chaoyuan Charles Shi, Jessie M. Ferguson, Neil Barr, Richard J. Sandler, Anne E. McGinnis and Phillip R. Mills of Davis Polk & Wardwell LLP and Tim Faries of Appleby Global Services Limited acted as legal advisors to PRE. Andrea Vittorelli of Goldman Sachs acted as financial advisor and Gary Horowitz, Patrick Naughton, Nick Ramphal, William Allen, Michael Chao, Alexander Lebow, Jeff Liu, Larry Moss, Jennifer Pepin and Eric Wolf, Steve DeLott, Robert Holo, Sophie Staples and David Holmberg of Simpson Thacher & Bartlett LLP and Graham Collis and Niel Jones of Conyers Dill & Pearman acted as legal advisors to AXIS Capital. Michael Herley of Kekst and Company acted as public relations advisor to AXIS Capital and Drew Brown and Daniel Goldstein of Sard Verbinnen & Co acted as public relations advisor to PRE. Todd Freed and Jon Hlafter of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Credit Suisse. Stephen M. Kotran and David L. Goldin of Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs. Lazard Ltd. (NYSE:LAZ) acted as financial advisor to PRE.