Sandell Issues Open Letter to Chairman of PartnerRe

Calls on PartnerRe to Immediately and Publicly Acknowledge that Latest EXOR Offer from May 12 Would “Reasonably Be Likely” to Result in a Superior Proposal

Sandell Believes Board’s Behavior Raises Questions about Its Commitment to Fair Process

Sandell Will Not Hesitate to Exercise the Rights Available to Hold the Board Accountable to Shareholders

NEW YORK--()--Sandell Asset Management Corp. (“Sandell”), today issued the following public letter to Jean-Paul Montupet, Chairman of the Board of Directors of PartnerRe Ltd.:

22 May 2015

Mr. Jean-Paul Montupet
Chairman, Board of Directors
PartnerRe Ltd.
Wellesley House South
90 Pitts Bay Road
Pembroke HM08
Bermuda

cc: David Zwiener, Interim CEO

By Email and By Courier

Dear Mr. Montupet,

As you know, we previously wrote to you, on May 13, 2015, expressing our concern that, with respect to the EXOR offer, certain actions of the Board of PartnerRe Ltd. (the “Company”) did not appear to have been in the best interests of PartnerRe shareholders. Subsequent disclosures made by the Company have provided some assurances regarding our concerns, but the continued refusal to designate the EXOR offer as reasonably likely to result in a “Superior Proposal” raises significant questions about the Board’s commitment to a fair process.

As we stated in our letter, and in our subsequent conversation with Mr. Zweiner, in our view, there is ample evidence that the latest EXOR offer from May 12 “would reasonably be likely to result in a Superior Proposal” under the merger agreement with Axis. We believe that PartnerRe should immediately and publicly acknowledge this, and follow the process outlined in Section 5.8 of the merger agreement with Axis - a process which was specifically negotiated by PartnerRe. Based on our understanding of the Axis merger agreement, such a determination would not jeopardize the potential merger with Axis. Rather, the Board would be free to negotiate with EXOR before determining, in good faith, whether to change its recommendation, while simultaneously initiating a process that would permit Axis to improve its offer. We fail to understand how the Board’s decision to ignore the merger agreement’s fair and well-defined provisions that specifically contemplate the Company’s current scenario is consistent with the Board’s stated desire to maximize value for all shareholders.

While we 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. 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.

Yours sincerely,

Thomas E. Sandell
Chief Executive Officer
Sandell Asset Management Corp.

About Sandell Asset Management Corp.

Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.

Contacts

Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814
or
Sloane & Company
Elliot Sloane, 212-446-1860
or
Dan Zacchei, 212-446-1882

Contacts

Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814
or
Sloane & Company
Elliot Sloane, 212-446-1860
or
Dan Zacchei, 212-446-1882