Endurance Specialty Offers Letter Urging Fellow Aspen Holders to 'Make Their Voices Heard'
(Benzinga Lightning Feed Via Acquire Media NewsEdge) Endurance Specialty Holdings Ltd.
("Endurance") (NYSE: ENH) is urging fellow shareholders of Aspen Insurance
Holdings Limited ("Aspen") (NYSE: AHL) to make their voices heard and tell
Aspen's board and management it's time to put entrenched interests aside and
focus on the clear benefits of Endurance's offer.
In a letter being sent to Aspen shareholders, Endurance requests that Aspen
shareholders vote FOR its proposals to requisition a special general meeting
of shareholders in connection with Endurance's proposal to increase the size
of Aspen's board of directors from 12 to 19 directors and to authorize support
for the proposal of a Scheme of Arrangement by Endurance. By voting FOR
Endurance's two proposals on the WHITE card, Aspen shareholders would be
taking concrete action towards realizing the significant upfront premium and
opportunity for long-term value of Endurance's offer.
In its letter, Endurance reminds Aspen shareholders that it has set July 25,
2014 as the target date for voting on its two proposals.
The letter being mailed to Aspen common shareholders reads as follows:
Dear Fellow Aspen Shareholder:
Nearly half a year has gone by since Endurance first proposed to acquire all
of the common shares of Aspen for a highly attractive premium and a compelling
opportunity for future value creation. By now one would have expected Aspen's
board and management to have acted upon Endurance's offer, thereby realizing
significant value for Aspen shareholders. Instead, Aspen's board and
management have consistently taken actions to entrench their position and try
to prevent the true owners of Aspen from realizing the significant benefits of
Endurance's offer - none of these actions is in the best interests of Aspen's
Don't be fooled by Aspen's dubious assurances about its "standalone plan."
Under the stewardship of its current board and management, Aspen's performance
has lagged that of Endurance across key metrics, including underwriting
profitability (i.e., combined ratio), diluted book value per share growth and
share price performance. Despite the efforts of Aspen's board and management
to distort the truth and confuse shareholders, there is no denying the facts:
What has been the response of Aspen's board and management to their chronic
underperformance? Actions that we believe are not in the best long-term
interests of Aspen's shareholders.
o Instead of managing Aspen's catastrophe risk exposures carefully in a
declining rate environment (as has been done by Endurance and virtually
all of Aspen's other peers), Aspen's board and management increased
Aspen's net catastrophe reinsurance premiums in the first quarter of 2014
by 19% - a striking surge in risk premium for Aspen's shareholders in
exchange for the dubious benefit of short term growth.
o Perhaps to justify the claims of U.S. insurance business profitability in
the future, Aspen's current management appears to be propping up its
growth with third party insurance programs (an increase of 328% in 2012
and 27% in 2013), which deliver control of Aspen's underwriting and claims
authority to unaffiliated third parties. With its program business, Aspen
is essentially renting short term premium growth, contracting with third
party underwriters who both retain the right to the business (and the
associated intellectual capital) and do not necessarily have the best
long-term interests of Aspen as their primary objective.
o Aspen's board and management have imposed on Aspen's shareholders
additional loss reserving risk over the past three years, with a slow and
steady erosion of Aspen management's selected gross loss reserve estimate
from a 90% confidence level at December 31, 2011 to an 86% confidence
level at December 31, 2013.
TRUE PERFORMANCE IS WHAT MATTERS.
ASPEN'S CURRENT BOARD AND MANAGEMENT HAVE CONSISTENTLY FAILED TO DELIVER FOR
YOU. ASPEN SHAREHOLDERS DESERVE A FUTURE WHERE PERFORMANCE IS THE TOP
What Aspen's CURRENT board and management have failed to achieve for 10 years,
we are prepared to deliver today.
Aspen's campaign of rhetoric and misinformation regarding Endurance is a
smokescreen designed to deflect attention away from Aspen's long track record
of poor operating performance and dismal corporate governance under its
current board and management, including a classified board, a poison pill and
a substantially larger share grant for the CEO following Endurance's
announcement of the proposed transaction.
Endurance's proposed transaction represents a unique opportunity for Aspen's
shareholders to realize a highly attractive premium value for their shares.
While Aspen's board and management team are making vague promises of future
value, their past performance has shown that they are unlikely to deliver and
their entrenched corporate governance position shows that they won't care.
MAKE YOUR VOICES HEARD AND TELL ASPEN'S BOARD AND MANAGEMENT
IT'S TIME TO PUT ENTRENCHED INTERESTS ASIDE AND
FOCUS ON THE CLEAR BENEFITS OF ENDURANCE'S OFFER.
You should NOT allow your interests and this compelling transaction to be
ignored. Endurance's offer of $49.50 per Aspen common share with a
combination of 40% cash and 60% Endurance common shares (based on Endurance's
unaffected closing share price on April 11, 2014) represents a 19.5% premium
to the highest unaffected share price Aspen's board and management have ever
achieved. As the true owners of Aspen, you deserve a say in the future
direction of your company and the ability to receive the premium value for
your shares that Endurance is offering.
We urge you to vote FOR the two specific proposals that Endurance has made:
o To authorize the requisitioning of a special general meeting of Aspen
shareholders to increase the size of Aspen's board from 12 to 19
directors. If the proposal is approved at the special general meeting, a
majority of Aspen's directors will stand for election at Aspen's 2015
annual general meeting, thereby giving Aspen shareholders the ability to
hold their board directly accountable for their failure to be responsive
to the best interests of the company's true owners.
o To authorize support of a court-ordered meeting of Aspen shareholders to
consider and vote on a Scheme of Arrangement.
These proposals empower Aspen shareholders by providing the ability-not the
obligation-to support Endurance's highly attractive offer and strategic
Your support FOR these proposals by signing, dating and returning the enclosed
WHITE card will represent concrete action towards realizing the significant
upfront premium and opportunity for long-term value of Endurance's offer and
will send an undeniably clear message to the Aspen board of directors that NOW
is the time to put aside the rhetoric and engage in good faith negotiations
Your vote is extremely important, no matter how many or how few Aspen shares
you own. Please vote the WHITE card TODAY by signing, dating and returning
the enclosed WHITE card in the postage-paid envelope provided.
We urge you NOT to sign the blue revocation card that you may have received
from Aspen. Instead, please sign, date and return the enclosed WHITE card
TODAY. Even if you have already signed Aspen's blue revocation card, you may
revoke your previous revocation by signing, dating and returning the enclosed
If you have any questions or need assistance voting your Aspen shares, please
contact the firm assisting us with this solicitation, Georgeson Inc., at (877)
278-9672 (toll-free) or via email at firstname.lastname@example.org.
Thank you in advance for your support.
John R. Charman
Chairman and Chief Executive Officer
Endurance Specialty Holdings Ltd.
Endurance has set a target date of July 25, 2014 for Aspen shareholders to
vote on Endurance's
two proposals and urges Aspen shareholders to vote the WHITE card TODAY.
Please visit us at www.endurance-aspen.com for up to date information and
copies of past letters and presentations to Aspen shareholders.
If you would like to receive information from us directly, please email us at
email@example.com or call us at (877) 278-9672 (toll-free).
© 2014 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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