PXRE Shareholders Approve Proposals in Connection with Merger Agreement with Argonaut at Special Meeting of Shareholders
25 Juli 2007 - 10:45PM
PR Newswire (US)
HAMILTON, Bermuda, July 25 /PRNewswire-FirstCall/ -- PXRE Group
Ltd. (NYSE:PXT) ("PXRE") announced that at a special meeting held
today, shareholders voted to approve the issuance of common shares
of PXRE and the other items that shareholders had been asked to
vote on as contemplated by the previously announced Agreement and
Plan of Merger by and among PXRE, PXMS Inc. and Argonaut Group,
Inc. dated as of March 14, 2007, as amended and restated as of June
8, 2007. Subject to the satisfaction or waiver of the remaining
conditions set forth in the merger agreement, PXRE and Argonaut
Group, Inc. expect to complete the proposed merger in early August
2007. The combined entity will do business as Argo Group
International Holdings, Ltd. ("Argo Group"). Argo Group will become
the Bermuda holding company for PXRE's existing insurance and other
subsidiaries, including its newly formed Bermuda reinsurer Peleus
Reinsurance Ltd., and Argonaut Group's existing operations. Argo
Group will trade on the NASDAQ Global Select Market under Argonaut
Group, Inc.'s existing ticker symbol AGII. About PXRE Group Ltd.
PXRE - with operations in Bermuda, Europe and the United States -
provides reinsurance products and services to a worldwide
marketplace. PXRE's primary focus is providing property catastrophe
reinsurance and retrocessional coverage. PXRE also provides marine,
aviation and aerospace products and services. PXRE's common shares
trade on the New York Stock Exchange under the symbol "PXT." To
request other printed investor material from PXRE or additional
copies of this news release, please contact Jamie Tully or Lesley
Bogdanow at Sard Verbinnen & Co, (212) 687-8080 or visit
http://www.pxre.com/. Where to Find Additional Information about
the Proposed Merger Transaction In connection with the proposed
merger transaction between PXRE and Argonaut Group, Inc., PXRE has
filed with the SEC a registration statement on Form S-4 which
contains a joint proxy statement/prospectus. PXRE and Argonaut
Group, Inc. mailed the joint proxy statement/prospectus on or about
June 20, 2007 to their respective shareholders of record on June 4,
2007. Investors and shareholders of PXRE and Argonaut Group, Inc.,
are urged to read the definitive joint proxy statement/prospectus
(including any amendments or supplements thereto) and any other
relevant materials regarding the proposed merger transactions
because they contain important information about PXRE, Argonaut
Group, Inc., and the contemplated merger transaction. The
definitive joint proxy statement/prospectus and other relevant
materials, and any other documents filed by PXRE with the SEC, may
be obtained free of charge at the SEC's web site at
http://www.sec.gov/. In addition, investors and shareholders may
obtain free copies of the documents filed with the SEC by PXRE by
directing a written request to PXRE Group Ltd., Attention: Robert
P. Myron, Chief Financial Officer, PXRE House, 110 Pitts Bay Road,
Pembroke, HM 08 Bermuda or by calling 441-296-5858. Investors and
shareholders are urged to read the definitive joint proxy
statement/prospectus and any other relevant materials before making
any investment decisions with respect to the proposed merger
transaction. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. Participants in the
Solicitation PXRE and its directors and executive officers and
Argonaut Group, Inc., and its directors and executive officers may
be deemed to have participated in the solicitation of proxies from
the shareholders of PXRE and Argonaut Group, Inc. in connection
with the proposed merger transaction. Information regarding the
special interests of these directors and executive officers in the
proposed merger transaction is included in the joint proxy
statement/prospectus referred to above. Forward Looking Statements
This press release contains certain statements that are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are qualified by
the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from actual
future experience involving any one or more of such statements.
Such risks and uncertainties include: PXRE's inability to satisfy
the conditions to closing the merger and other risk factors as set
forth from time to time in PXRE's filings with the SEC. The
inclusion of a forward-looking statement herein should not be
regarded as a representation by PXRE that PXRE's objectives will be
achieved. PXRE undertakes no obligation to publicly update
forward-looking statements, whether as a result of new information,
future events or otherwise. DATASOURCE: PXRE Group Ltd. CONTACT:
Robert P. Myron, Chief Financial Officer of PXRE Group Ltd.,
441-296-5858, , or investors, Jamie Tully, or Lesley Bogdanow of
Sard Verbinnen & Co, 212-687-8080, for PXRE Group Ltd. Web
site: http://www.pxre.com/
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