Glass Lewis is the second proxy firm to recommend against the PartnerRe and Axis merger by advising PartnerRe shareholders to vote against three proposals relating to the Axis transaction at the company’s special general meeting.
The recommendation follows a detailed review by Glass Lewis which looked at issues including expected timing and risks of the proposals.
According to Glass Lewis, the offer by Italian-based investment company Exor is “superior”.
This report follows a review from advisory firm, Institutional Investor Services (ISS), which also recommended PartnerRe shareholders vote against the AXIS transaction.
Glass Lewis said: "For common shareholders…the relative immediacy and certainty of an all-cash offer at a premium valuation (which we believe is in line with prior transactions involving reinsurers) makes Exor's offer more attractive.
"For preferred shareholders, Exor's commitment to deliver the full economic value of the dividend rate increase at closing, in the absence of an Internal Revenue Service (IRS) ruling otherwise blessing the rate increase for the next five years, as well as its limitation on capital distributions, continue to meaningfully differentiate Exor's exchange offer as compared to the ‘matching’ exchange offer under the [Axis] proposed merger.”
Axis, PartnerRe, Glas Lewis, Exor, Mergers & Acquisitions, Europe, Bermuda