[July 11, 2014] |
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Leading Proxy Advisory Firms ISS and Egan-Jones Reject Both Endurance Proposals
HAMILTON, Bermuda --(Business Wire)--
Aspen Insurance Holdings Limited ("Aspen") (NYSE:AHL) noted today that
leading proxy advisory firms Institutional Shareholder Services Inc.
("ISS") and Egan-Jones Proxy Services ("Egan-Jones") recommend that
Aspen shareholders REJECT both proposals made by Endurance Specialty
Holdings Ltd. ("Endurance") (NYSE:ENH) and REVOKE any authorizations
submitted on such proposals by executing and returning Aspen's BLUE
revocation card.
Chris O'Kane, Aspen's Chief Executive Officer, said, "We are pleased
that ISS and Egan-Jones agree with our position and are recommending
that Aspen shareholders reject both of Endurance's proposals. Rather
than offering real value, Endurance is pursuing coercive legal tactics
in an effort to buy Aspen at the lowest possible price. We urge
shareholders to reject both of Endurance's proposals."
In its recommendation, ISS noted that the proposals would cause
unnecessary costs for Aspen shareholders (and Endurance shareholders)
without providing equivalent benefit to Aspen shareholders.
Aspen's Board of Directors urges shareholders to REJECT both of
Endurance's proposals by promptly signing, dating and returning Aspen's
BLUE revocation card and disregarding Endurance's white authorization
card.
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1.
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Do NOT sign Endurance's white
authorization card.
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2.
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Sign, date and return the BLUE revocation
card.
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3.
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Even if Aspen shareholders have already signed Endurance's white
authorization card, shareholders have every right to revoke their
authorizations by signing, dating and returning the BLUE revocation
card.
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If Aspen shareholders have questions or need assistance revoking their
authorizations for their shares, they may contact Aspen's agent
Innisfree M&A Incorporated: Shareholders call toll-free: (877) 717-3930;
Banks and Brokers call collect: (212) 750-5833.
Information on Aspen's response to Endurance's unsolicited offer,
including links to press releases, presentations, and other important
documents and SEC (News - Alert) filings are available at http://aspen.shareholderresource.com,
or on Aspen's website at http://www.aspen.co.
Goldman, Sachs & Co. is acting as financial advisor and Wachtell,
Lipton, Rosen & Katz and Willkie Farr & Gallagher LLP are acting as
legal advisors to Aspen.
About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in various
domestic and global markets through wholly-owned subsidiaries and
offices in Bermuda, France, Germany, Ireland, Singapore, Switzerland,
the United Kingdom and the United States. For the year ended December
31, 2013, Aspen reported $10.2 billion in total assets, $4.7 billion in
gross reserves, $3.3 billion in shareholders' equity and $2.6 billion in
gross written premiums. Its operating subsidiaries have been assigned a
rating of "A" ("Strong") by Standard & Poor's, an "A" ("Excellent") by
A.M. Best and an "A2" ("Good") by Moody's.
Cautionary Statements Concerning Forward-Looking Statements
This press release contains written, and Aspen may make related oral,
"forward-looking statements" within the meaning of the U.S. federal
securities laws. These statements are made pursuant to common law
doctrine and (as applicable) the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that do not relate solely to historical or
current facts, and can be identified by the use of words such as
"expect," "intend," "plan," "believe," "do not believe," "aim,"
"project," "anticipate," "seek," "will," "likely," "assume," "estimate,"
"may," "continue," "guidance," "objective," "outlook," "trends,"
"future," "could," "would," "should," "target," and similar expressions
of a future or forward-looking nature.
All forward-looking statements rely on a number of assumptions,
estimates and data concerning future results and events and are subject
to a number of uncertainties and other factors, many of which are
outside Aspen's control that could cause actual results to differ
materially from such statements.
Forward-looking statements do not reflect the potential impact of any
future collaboration, acquisition, merger, disposition, joint venture or
investments that Aspen may enter into or make, and the risks,
uncertainties and other factors relating to such statements might also
relate to the counterparty in any such transaction if entered into or
made by Aspen.
All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that
could cause actual results to differ materially from those indicated in
these statements. Aspen believes these factors include, but are not
limited to: our ability to successfully implement steps to further
optimize the business portfolio, ensure capital efficiency and enhance
investment returns; the possibility of greater frequency or severity of
claims and loss activity, including as a result of natural or man-made
(including economic and political risks) catastrophic or material loss
events, than our underwriting, reserving, reinsurance purchasing or
investment practices have anticipated; the assumptions and uncertainties
underlying reserve levels that may be impacted by future payments for
settlements of claims and expenses or by other factors causing adverse
or favorable development; the reliability of, and changes in assumptions
to, natural and man-made catastrophe pricing, accumulation and estimated
loss models; decreased demand for our insurance or reinsurance products
and cyclical changes in the highly competitive insurance and reinsurance
industry; increased competition from existing insurers and reinsurers
and from alternative capital providers and insurance-linked funds and
collateralized special purpose insurers on the basis of pricing,
capacity, coverage terms, new capital, binding authorities to brokers or
other factors and the related demand and supply dynamics as contracts
come up for renewal; changes in general economic conditions, including
inflation, deflation, foreign currency exchange rates, interest rates
and other factors that could affect our financial results; the risk of a
material decline in the value or liquidity of all or parts of our
investment portfolio; evolving issues with respect to interpretation of
coverage after major loss events; our ability to adequately model and
price the effect of climate cycles and climate change; any intervening
legislative or governmental action and changing judicial interpretation
and judgments on insurers' liability to various risks; the effectiveness
of our risk management loss limitation methods, including our
reinsurance purchasing; changes in the total industry losses, or our
share of total industry losses, resulting from past events and, with
respect to such events, our reliance on loss reports received from
cedants and loss adjustors, our reliance on industry loss estimates and
those generated by modeling techniques, changes in rulings on flood
damage or other exclusions as a result of prevailing lawsuits and case
law; the impact of one or more large losses from events other than
natural catastrophes or by an unexpected accumulation of attritional
losses; the impact of acts of terrorism, acts of war and related
legislation; any changes in our reinsurers' credit quality and the
amount and timing of reinsurance recoverables; changes in the
availability, cost or quality of reinsurance or retrocessional coverage;
the continuing and uncertain impact of the current depressed lower
growth economic environment in many of the countries in which we
operate; the level of inflation in repair costs due to limited
availability of labor and materials after catastrophes; a decline in our
operating subsidiaries' ratings with S&P, A.M. Best or Moody's; the
failure of our reinsurers, policyholders, brokers or other
intermediaries to honor their payment obligations; our ability to
execute our business plan to enter new markets, introduce new products
and develop new distribution channels, including their integration into
our existing operations; our reliance on the assessment and pricing of
individual risks by third parties; our dependence on a few brokers for a
large portion of our revenues; the persistence of heightened financial
risks, including excess sovereign debt, the banking system and the
Eurozone debt crisis; changes in our ability to exercise capital
management initiatives (including our share repurchase program) or to
arrange banking facilities as a result of prevailing market changes or
changes in our financial position; changes in government regulations or
tax laws in jurisdictions where we conduct business; changes in
accounting principles or policies or in the application of such
accounting principles or policies; Aspen or Aspen Bermuda Limited
becoming subject to income taxes in the United States or the United
Kingdom; loss of one or more of our senior underwriters or key
personnel; our reliance on information and technology and third party
service providers for our operations and systems; and increased
counterparty risk due to the credit impairment of financial
institutions. For a more detailed description of these uncertainties and
other factors, please see the "Risk Factors" section in Aspen's Annual
Report on Form 10-K as filed with the U.S. Securities and Exchange
Commission on February 20, 2014 and in Aspen's Quarterly Report on Form
10-Q as filed with the U.S. Securities and Exchange Commission on May 1,
2014. Aspen undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. 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.
In addition, any estimates relating to loss events involve the exercise
of considerable judgment and reflect a combination of ground-up
evaluations, information available to date from brokers and cedants,
market intelligence, initial tentative loss reports and other sources.
The actuarial range of reserves and management's best estimate
represents a distribution from our internal capital model for reserving
risk based on our then current state of knowledge and explicit and
implicit assumptions relating to the incurred pattern of claims, the
expected ultimate settlement amount, inflation and dependencies between
lines of business. Due to the complexity of factors contributing to the
losses and the preliminary nature of the information used to prepare
these estimates, there can be no assurance that Aspen's ultimate losses
will remain within the stated amounts.
Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities or a solicitation of any vote or
approval. This communication is for informational purposes only and is
not a substitute for any relevant documents that Aspen may file with the
U.S. Securities and Exchange Commission ("SEC").
Endurance has commenced an exchange offer for the outstanding shares of
Aspen (together with associated preferred share purchase rights). Aspen
has filed with the SEC a solicitation/recommendation statement to its
shareholders on Schedule 14D-9. Endurance is also soliciting
authorizations from Aspen's shareholders. Aspen has filed a revocation
statement to its shareholders on Schedule 14A with the SEC in opposition
to Endurance's solicitation of authorizations.
INVESTORS AND SECURITY HOLDERS OF ASPEN ARE URGED TO READ THIS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these documents
(when available) and other documents filed with the SEC by Aspen through
the web site maintained by the SEC at http://www.sec.gov.
These documents will also be available at. http://aspen.shareholderresource.com
or on Aspen's website at http://www.aspen.co.
Certain Information Regarding Participants
Aspen and certain of its respective directors and executive officers may
be deemed to be participants under the rules of the SEC. Security
holders may obtain information regarding the names, affiliations and
interests of Aspen's directors and executive officers in Aspen's Annual
Report on Form 10-K for the year ended December 31, 2013, which was
filed with the SEC on February 20, 2014, and its proxy statement for the
2014 Annual Meeting, which was filed with the SEC on March 12, 2014.
These documents can be obtained free of charge from the sources
indicated above.

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