PartnerRe to File Joint Registration Statement on Form S-4 in Connection With Proposed Merger with AXIS Capital

PartnerRe Ltd.

today announced that, along with AXIS Capital Holdings Limited ("AXIS Capital")

, they will be filing with the U.S. Securities and Exchange Commission (SEC) a joint registration statement on Form S-4, which will include a joint proxy statement of AXIS Capital and PartnerRe, in connection with the definitive amalgamation agreement that the companies announced on January 25, 2015, and subsequently amended. PartnerRe today also filed with the SEC a joint investor presentation outlining the significant strategic and financial benefits of the merger between the Company and AXIS Capital, as well as a PartnerRe presentation that clearly demonstrates that EXOR's offer for the Company is opportunistic and unacceptable on price and terms. These presentations and related background documents are available on PartnerRe's website and on a dedicated shareholder website: http://www.partnerre-valuecreation.com. The joint Form S-4 and PartnerRe's related proxy materials will also be made available on this website upon filing. The investor presentations provide significant detail on the following important points: PartnerRe's amalgamation with AXIS Capital – a strategic partner with a roughly even split of reinsurance and insurance businesses – is the most compelling near and long-term opportunity for PartnerRe shareholders. The continuity of interest provided through the AXIS Capital transaction will allow PartnerRe shareholders to benefit from substantial financial and operational synergies and significant immediate and future value creation. The merger makes strategic sense in an evolving industry environment characterized by continued consolidation and new forms of reinsurance and insurance capital which creates opportunities to better withstand cyclical volatility. EXOR's opportunistic offer of $137.50 per share significantly undervalues PartnerRe. EXOR's inferior offer has significant structural risks – including closing, timing, and terms. "Our Board's position is clear – we are sharply focused on acting in the best interests of our shareholders and as such strongly recommend that our shareholders support the highly compelling transaction agreed between PartnerRe and AXIS Capital," said Jean-Paul L. Montupet, Chairman of PartnerRe. "This unique opportunity creates a global insurance and reinsurance powerhouse and allows continuity of interests for our shareholders whereby they can benefit from substantial financial and operational synergies and significant immediate and future value creation." "While EXOR continues to use strong rhetoric, the unbiased facts are that EXOR's offer is opportunistic and reflects an unacceptable price coupled with significant risk. It does not reflect the intrinsic strength of PartnerRe nor the clear future value inherent in a combined PartnerRe and AXIS Capital." Montupet concluded, "Our Board is confident in the substantial long-term value potential of the combination with AXIS Capital. We look forward to frequent discussions with our shareholders in the coming weeks and a positive outcome on July 24th." Background on PartnerRe-AXIS Merger As announced on January 25, 2015, AXIS Capital and PartnerRe signed a definitive amalgamation agreement to create one of the world's preeminent specialty insurance and reinsurance companies, with gross premiums written in excess of $10 billion, total capital of more than $14 billion, and cash and invested assets of more than $31 billion. The merger of equals was unanimously approved by the boards of directors of both companies, and will bring together market-leading insurance and reinsurance franchises that will benefit from increased scale and enhanced market presence. On May 4, 2015, the agreement was enhanced to allow PartnerRe to pay a one-time special dividend of $11.50 per common share to PartnerRe common shareholders in connection with closing, while continuing to own a majority of the combined Company. This transaction has received all competition-related approvals and remains on track to close in the third quarter of 2015, subject to approvals by the shareholders of both companies, customary closing conditions and insurance regulatory approvals. On May 12, 2015, EXOR S.p.A made an opportunistic offer to acquire all of the outstanding common shares of PartnerRe for $137.50 per share in cash. PartnerRe's Board, in consultation with independent financial and legal advisors, unanimously determined that EXOR's offer is unacceptable and not in the best interests of PartnerRe and its shareholders. PartnerRe made it very clear to EXOR that it was prepared to continue good faith negotiations with respect to its proposed price and terms, and EXOR declined to negotiate further, citing the waiver under which PartnerRe had initially negotiated. As the Company has disclosed and as EXOR was aware, the waiver had no impact on the Company's ability to freely discuss strategic alternatives. The PartnerRe Board recommends that stockholders vote "FOR" the amalgamation agreement between AXIS Capital and PartnerRe and encourages all PartnerRe stockholders to carefully evaluate the investor presentation as part of their consideration of the transaction. Credit Suisse and Lazard are acting as co-financial advisors and Davis Polk & Wardwell LLP and Appleby Global Services Limited are acting as legal counsel to PartnerRe. _____________________________________________