Market Overview

Endurance Specialty Holdings Offers Response to ISS Report, Says Position Has Not Changed


Endurance Specialty Holdings Ltd.
("Endurance") (NYSE: ENH) today commented on the recommendations by proxy
advisory service Institutional Shareholder Services ("ISS") regarding its two
shareholder proposals in connection with Endurance's compelling premium offer
to acquire Aspen Insurance Holdings Limited ("Aspen") (NYSE: AHL).  

John Charman, Chairman and Chief Executive Officer of Endurance, stated:
"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. 
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 with Endurance. 

"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," Mr.
Charman continued.

"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," Mr. Charman concluded.

Endurance continues to urge Aspen shareholders to vote FOR its two proposals
by signing, dating and returning the WHITE cards they have been mailed in
order to make their voices heard.  Endurance has set July 25, 2014 as the
target date for voting on its two shareholder proposals: 

o To authorize the requisitioning of a special general meeting of Aspen
shareholders to increase the size of Aspen's board from 12 to 19
directors.  If the proposal is approved at the special general meeting, a
majority of Aspen's directors will stand for election at Aspen's 2015
annual general meeting, thereby giving Aspen shareholders the ability to
hold their board directly accountable for their failure to be responsive
to the best interests of the company's true owners.
o To authorize support of a court-ordered meeting of Aspen shareholders to
consider and vote on a Scheme of Arrangement.

These proposals empower Aspen shareholders by providing the ability-not the
obligation-to support Endurance's highly attractive offer and strategic

Endurance's offer of $49.50 per Aspen common share with a combination of 40%
cash and 60% Endurance common shares (based on Endurance's unaffected closing
share price on April 11, 2014) represents a 19.5% premium to the highest
unaffected share price Aspen's board and management have ever achieved.  What
Aspen's board and management have failed to ever achieve, Endurance's offer is
prepared to deliver today.

The vote of every Aspen shareholder is extremely important, no matter how many
or how few shares they own.  We urge Aspen shareholders to vote the WHITE card
TODAY by signing, dating and returning the WHITE card in the postage-paid
envelope provided. 

We urge Aspen shareholders NOT to sign the blue revocation card that they may
have received from Aspen.  Instead, sign, date and return the WHITE card
TODAY.  Even if shareholders have already signed Aspen's blue revocation card,
they may revoke their previous revocation by signing, dating and returning the
WHITE card.

In light of the upcoming July 25, 2014 target voting date, Aspen shareholders
who have any questions or need assistance voting should contact the firm
assisting Endurance with this solicitation, Georgeson Inc., at (877) 278-9672
(toll-free) or via email at

Posted-In: News M&A Press Releases


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