Endurance Specialty Holdings Ltd: Endurance Specialty Holdings Reiterates Strategic Logic and Significant Premium in Acquisition of Aspen Insurance


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Endurance Specialty Holdings Ltd. (NYSE: ENH) today said that the vehement refusal of Aspen Insurance Holdings Limited(NYSE: AHL) to consider its $3.2 billion proposal continues to deny itsshareholders the ability to receive a highly attractive premium and an ongoingstake in a global industry leader. Michael J. McGuire, Chief Financial Officer of Endurance, said: "Havingalready rejected our proposal, Aspen's defensive statement simply repeatsinaccurate characterizations and ignores the plain fact that we are offeringits shareholders significant value for their shares and the opportunity toparticipate in a larger, superior organization going forward.  This is anotherclear sign of an entrenched Board and management that is not aligned withshareholder interests."Endurance remains clearly intent on consummating a transaction and not, asAspen claims, just 'kicking the tires.'  Aspen well knows that customary duediligence is no roadblock and would not present any impediment to closing anegotiated transaction.  Moreover, the broad range of Aspen and Enduranceshareholders with whom we have been speaking agree with the strategicrationale and financial benefits we outlined.  This stands in starkcontradiction to Aspen's mischaracterization of market sentiment, which westrongly question," Mr. McGuire added.The company also noted the following: o Highly attractive premium for an underperforming company - Aspen's "go it alone" strategy is cold comfort to investors looking at receiving a significant premium for their shares, given that Aspen has meaningfully underperformed Endurance and its peers since 2009 in combined ratio, return on equity, and growth in book value per share.    o Endurance alignment with shareholders - Aspen simply cannot assert meaningful alignment of interests with shareholders given the paucity of the board and management's ownership stake, both individually and collectively.  This contrasts dramatically with Chairman and CEO John Charman's substantial ownership stake in Endurance as well as his commitment to purchase $25 million of additional shares in connection with the transaction.  In fact, insider ownership of Endurance totals 4.7 percent vs. 1.4 percent for Aspen, a sharp disparity.    o Financing strength and commitment - In addition to the significant financial strength and liquidity of Endurance's balance sheet, it has secured an equity commitment from industry-leading institutional investors to fund part of the cash consideration of the transaction. The equity commitment is a strong validation of Endurance and the strategic, operational, and financial merits of the proposed transaction.    o Unparalleled Lloyd's expertise and insight - Mr. John Charman has 30 years of experience in Lloyd's, including as founder of the first Lloyd's syndicate backed by corporate capital and as Senior Deputy Chairman at the Council of Lloyd's during its financial crisis.  Try as Aspen may to distort a year-old comment, the fact remains that he is and has always been a strong supporter of a well capitalized, larger Lloyd's operation, which is what the combined Endurance-Aspen platform would be.   o Cultural strength and compatibility -- The significant inflow of world-class talent that Endurance has attracted in the past year from across the industry is a strong testament to the winning culture it has created.  The combined company will have greater scale and market presence that will create expanded opportunities. In the face of that, assertions about cultural issues and dis-synergies impeding the operation of the combined company are unfounded.              Mr. McGuire concluded: "We remain fully committed to delivering our highlyattractive premium to Aspen shareholders.  To date, we have taken a deliberateapproach, allowing Aspen ample opportunity at each step to engage with us forthe benefit of their shareholders.  We  will continue to take the stepsnecessary to make sure Aspen shareholders have the opportunity to realize asignificant premium  for their shares, even in the face of the misguidedresistance of Aspen's board."For additional information about Endurance's proposal to acquire Aspen,including a slide presentation for investors, please visitwww.endurance-aspen.com or ir.endurance.bm.About Endurance Specialty HoldingsEndurance Specialty Holdings Ltd. is a global specialty provider of propertyand casualty insurance and reinsurance. Through its operating subsidiaries,Endurance writes agriculture, professional lines, property, and casualty andother specialty lines of insurance and catastrophe, property, casualty,professional liability and other specialty lines of reinsurance. We maintainexcellent financial strength as evidenced by the ratings of A (Excellent) fromA.M. Best (XV size category) and A (Strong) from Standard and Poor's on ourprincipal operating subsidiaries.  Endurance's headquarters are located atWellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailingaddress is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48Par-la-Ville Road, Hamilton HM 11, Bermuda.  For more information aboutEndurance, please visit www.endurance.bm.Cautionary Note Regarding Forward-Looking StatementsSome of the statements in this press release may include forward-lookingstatements which reflect our current views with respect to future events andfinancial performance. Such statements may include forward-looking statementsboth with respect to us in general and the insurance and reinsurance sectorsspecifically, both as to underwriting and investment matters. These statementsmay also include assumptions about our proposed acquisition of Aspen(including its benefits, results, effects and timing).  Statements whichinclude the words "should," "would," "expect," "intend," "plan," "believe,""project," "anticipate," "seek," "will," and similar statements of a future orforward-looking nature identify forward-looking statements in this pressrelease for purposes of the U.S. federal securities laws or otherwise.  Weintend these forward-looking statements to be covered by the safe harborprovisions for forward-looking statements in the Private Securities LitigationReform Act of 1995.All forward-looking statements address matters that involve risks anduncertainties.  Accordingly, there are or may be important factors that couldcause actual results to differ materially from those indicated in theforward-looking statements.  These factors include, but are not limited to,the effects of competitors' pricing policies, greater frequency or severity ofclaims and loss activity, changes in market conditions in the agricultureinsurance industry, termination of or changes in the terms of the U.S.multiple peril crop insurance program, a decreased demand for property andcasualty insurance or reinsurance, changes in the availability, cost orquality of reinsurance or retrocessional coverage, our inability to renewbusiness previously underwritten or acquired, our inability to maintain ourapplicable financial strength ratings, our inability to effectively integrateacquired operations, uncertainties in our reserving process, changes to ourtax status, changes in insurance regulations, reduced acceptance of ourexisting or new products and services, a loss of business from and credit riskrelated to our broker counterparties, assessments for high risk or otherwiseuninsured individuals, possible terrorism or the outbreak of war, a loss ofkey personnel, political conditions, changes in accounting policies, ourinvestment performance, the valuation of our invested assets, a breach of ourinvestment guidelines, the unavailability of capital in the future,developments in the world's financial and capital markets and our access tosuch markets, government intervention in the insurance and reinsuranceindustry, illiquidity in the credit markets, changes in general economicconditions and other factors described in our Annual Report on Form 10-K forthe year ended December 31, 2013.  Additional risks and uncertainties relatedto the proposed transaction include, among others, uncertainty as to whetherEndurance will be able to enter into or consummate the transaction on theterms set forth in the proposal, the risk that our or Aspen's shareholders donot approve the transaction, potential adverse reactions or changes tobusiness relationships resulting from the announcement or completion of thetransaction, uncertainties as to the timing of the transaction, uncertainty asto the actual premium of the Endurance share component of the proposal thatwill be realized by Aspen shareholders in connection with the transaction,competitive responses to the transaction, the risk that regulatory or otherapprovals required for the transaction are not obtained or are obtainedsubject to conditions that are not anticipated, the risk that the conditionsto the closing of the transaction are not satisfied, costs and difficultiesrelated to the integration of Aspen's businesses and operations withEndurance's businesses and operations, the inability to obtain, or delays inobtaining, cost savings and synergies from the transaction, unexpected costs,charges or expenses resulting from the transaction, litigation relating to thetransaction, the inability to retain key personnel, and any changes in generaleconomic and/or industry specific conditions.Forward-looking statements speak only as of the date on which they are made,and we undertake no obligation publicly to update or revise anyforward-looking statement, whether as a result of new information, futuredevelopments or otherwise.Regulation G DisclaimerIn this press release, Endurance has included certain non-GAAP measures. Endurance management believes that these non-GAAP measures, which may bedefined differently by other companies, better explain the proposedtransaction in a manner that allows for a more complete understanding. However, these measures should not be viewed as a substitute for thosedetermined in accordance with GAAP.  For a complete description of non-GAAPmeasures and reconciliations, please review the Investor Financial Supplementon Endurance's website at www.endurance.bm.Return on Equity (ROE) is comprised using the average common equity calculatedas the arithmetic average of the beginning and ending common equity balancesfor stated periods.Third Party-Sourced InformationCertain information included in this press release has been sourced from thirdparties. Endurance does not make any representations regarding the accuracy,completeness or timeliness of such third party information.  Permission tocite such information has neither been sought nor obtained.All information in this press release regarding Aspen, including itsbusinesses, operations and financial results, was obtained from publicsources.  While Endurance has no knowledge that any such information isinaccurate or incomplete, Endurance has not had the opportunity to verify anyof that information.Additional InformationThis press release does not constitute an offer to sell or the solicitation ofan offer to buy any securities or a solicitation of any vote or approval. All references in this press release to "$" refer to United States dollars.The contents of any website referenced in this press release are notincorporated by reference herein.

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