Exor S.p.A. (BIT:EXO) made a proposal to acquire PartnerRe Ltd. (NYSE:PRE) from Stone Point Capital LLC and other shareholders for $6.2 billion in cash on April 14, 2015. Exor will pay $130 as consideration for each share of PartnerRe. The acquisition will be funded through cash available on hand as well as a committed bridge facility, term loan to Exor from Citibank, N.A., London Branch and Morgan Stanley Bank International Ltd. for up to $4.75 billion and assets disposal. The transaction is subject to limited confirmatory due diligence, termination of PartnerRe's acquisition agreement with Axis Capital Holdings Ltd. (‘Axis'), execution of definitive agreements and approval by PartnerRe's shareholders. On November 19, 2015, the deal was approved from PartnerRe's shareholders. Exor's Board unanimously approved the transaction. The transaction is expected to close during the first quarter of 2016. On May 4, 2015, the Board of Directors of PartnerRe rejected Exor's proposal. Concurrently, PartnerRe announced enhanced merger terms that allow PartnerRe to pay a one-time special dividend of $11.50 per common share to PartnerRe common shareholders prior to the closing of the amalgamation agreement between PartnerRe and Axis.

On May 12, 2015, Exor made a revised proposal to acquire the remaining 90.68% stake in PartnerRe for $6 billion in cash. Exor will pay $137.5 as consideration for each share of PartnerRe. If the Internal Revenue Service does not give a private letter ruling, Exor S.p.A. will make a contingent cash payment of approximately $42.7 million pro rata to holders of PartnerRe preferred shares at closing and after closing, the surviving company will launch an alternate exchange offer to exchange preferred shares of the surviving company for newly issued preferred shares. The proposal entails a $250 million break-up fee for PartnerRe once and if the merger agreement is signed. Exor will pay PartnerRe an amount equal to $225 million as partial reimbursement for the payment by PartnerRe to AXIS in consideration of AXIS entering into the termination agreement in case it terminates the transaction. The transaction is not subject to consummation of due diligence and is not conditioned on financing. The revised offer is conditional upon the termination of PartnerRe's agreement with Axis, execution of definitive agreements and approval by PartnerRe's shareholders. Exor's Board has unanimously approved the transaction.

As on May 17, 2015, Axis is not considering improving on its offer. As on May 20, 2015, PartnerRe Ltd. has secured a waiver from Axis Capital, allowing direct engagement with Exor with customary access, including due diligence. Under Exor's offer, PartnerRe's shareholders would bear the risk of termination fees and expense reimbursement of up to $315 million under the Axis transaction if the transaction failed to close. Exor parent and its controlling shareholders, who are the entities must make various insurance and antitrust regulatory filings, and subject to obtaining regulatory approvals. On May 22, 2015, PartnerRe announced that the Board of Directors has not changed its recommendation with respect to the Exor offer and it will proceed to shareholder approval of the transaction. On June 2, 2015, EXOR extended its binding offer date to July 26, 2015. On June 22, 2015, PartnerRe warned shareholders of the potential pitfalls they could encounter with the approval of a merger with Exor. PartnerRe said the Exor submission is an inadequate offer. Exor will seek meetings with key PartnerRe shareholders ahead of a July 24, 2015 vote on the transaction. On June 29, 2015 Board of Directors of PartnerRe urged its shareholders to vote for the amalgamation agreement with AXIS Capital at the Shareholder Meeting scheduled on July 24, 2015. On June 30, 2015, Exor announced to hold an investor meeting for common shareholders and preference shareholders of PartnerRe scheduled on July 7, 2015. Exor continues to urge shareholders of PartnerRe to vote against the Axis amalgamation. On July 7, 2015, Exor added a Go-Shop provision allowing PartnerRe to solicit bids, share due diligence materials and negotiate with third parties until August 31, 2015 after signing with EXOR and in case of termination due to Go-shop, PartnerRe will be obligated to pay to Exor a fee of $135 million.

As of August 2, 2015, Exor signed a definitive merger agreement to acquire PartnerRe Ltd. from Stone Point Capital LLC and other shareholders. The deal is subject to shareholder approval, receipt of regulatory clearance and customary closing conditions and is expected to close in the first quarter of 2016. On August 24, 2015, the transaction was approved by FTC. On September 15, 2015, go-shop period under which PartnerRe had the right to solicit alternative acquisition proposals from third parties expired. PartnerRe's Board approved the transaction on September 29, 2015. The shareholders of PartnerRe will meet on November 19, 2015 to vote for the transaction. The transaction can be terminated if not closed by August 2, 2016. As on September 1, 2015, Exor can borrow an amount up to $3.47 billion in the aggregate under the credit facilities to finance (in part) the amount of merger consideration. As on September 17, 2015 South African competition authority approved the transaction.

BDT & Company, LLC, Morgan Stanley & Co., LLC and Citigroup Global Markets Ltd. acted as financial advisors and Toby S. Myerson and Kelley D. Parker of Paul, Weiss, Rifkind, Wharton & Garrison, LLP, Ernest Morrison of Cox Hallett Wilkinson Ltd. and Pedersoli e Associati acted as legal advisors for Exor. Bruce H. Goldfarb, Pat McHugh, Jon Einsidler and Lydia Mulyk from Okapi Partners, LLC served as the proxy solicitors for Exor on the offer. Philip Gawith, Richard Holloway and Laura Gilbert from StockWell Communications; Tom Johnson, Mike Pascale and Allyson Vento from Abernathy MacGregor; and Auro Palomba and Marco Rubino from Community served as the public relations contacts on the deal for Exor. Alejandro G. Przygoda,Carlos Marque and David DeNunzio of Credit Suisse acted as financial advisor and Appleby (Bermuda) Ltd. acted as legal advisors to PartnerRe. Lazard Frères & Co. LLC acted as the financial advisor for PartnerRe Ltd. Drew Brown and Robin Weinberg of Sard Verbinnen & Co acted as the public relation advisor for PartnerRe. Todd E. Freed and Jon A. Hlafter of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as the legal advisor to Credit Suisse. Nicholas F. Potter of Debevoise & Plimpton LLP acted as legal advisor to Exor. Phillip R. Mills, Daniel Brass, Zain Ur Rehman, Felipe M. Heiderich, Kyoko Takahashi Lin, Jessie M. Ferguson, Neil Barr, Michael Mollerus, Anne E. McGinnis and Richard J. Sandler of Davis Polk & Wardwell acted as the legal advisor to PartnerRe Ltd. Gibson Dunn & Crutcher acted as legal advisor for Lazard Frères & Co. LLC. Ng Wai King and Elaine Chan of Wong Partnership acted as legal advisor for Exor. George N. Addy, Mark Katz and Alysha Manji of Davies Ward Phillips & Vineberg LLP acted as legal advisors for Exor. George Link and Kenneth Ching of Allen & Overy acted as legal advisors for Citibank, lender in the transaction.

Exor S.p.A. (BIT:EXO) completed the acquisition of PartnerRe Ltd. (NYSE:PRE) from Stone Point Capital LLC and other shareholders on March 18, 2016. The Board of Director of PartnerRe will comprise John Elkann, Mario Bonaccorso, Brian Dowd, Patrick Thiele and Enrico Vellano.