Endurance responds to ISS report


Endurance has produced a rapid response to the recommendations made by proxy advisory service ISS regarding its two shareholder proposals to acquire Aspen.

John Charman, chairman and CEO of Endurance, states: “While we are disappointed by the ISS recommendations and strongly disagree with the positions taken, Aspen shareholders should note that the ISS report explicitly takes no position whatsoever on the merits of our offer and surprisingly ignores the substantial and fundamental issues of poor corporate governance continuously demonstrated by Aspen’s board and management, relying instead on questionable technical assessments of vote timing and mechanics.”

Charman goes on to say that ISS fails to recognize that Endurance was forced to take the two proposals directly to Aspen shareholders because of the failure of Aspen’s board and management to enter into discussions.

“The substance of the matter remains clear: Endurance’s offer provides immediate premium value for Aspen shares as opposed to an uncertain future led by a board of directors and a management team that have both historically underperformed and have shown themselves to be only interested in protecting their personal interests at the continuing expense of Aspen’s shareholders.”

“Our position has not changed. Aspen shareholders deserve a voice in the future direction of their company and our two proposals give them just that. As the critical target date approaches, Aspen shareholders have at last been given the opportunity to stand up for their corporate governance rights and express their frustration with the entrenchment of their board and management. The refusal of the Aspen board and management to even discuss Endurance’s highly attractive offer serves as clear evidence that Aspen’s board and management only pay lip service to the interests of Aspen’s shareholders and are not interested in creating real value for them,” Charman continues.

He concludes: “The ability to demand good corporate governance and effect change at Aspen is now in the hands of Aspen shareholders. We strongly encourage Aspen shareholders to vote for our shareholder proposals or risk losing all of the immediate benefits and opportunity for future value creation of our proposed transaction.”

Endurance, Aspen, M&A, ISS, John Charman

Bermuda Re