HAMILTON, Bermuda, Nov. 16, 2020 /PRNewswire/ -- Third Point
Reinsurance Ltd. ("Third Point Re" or the "Company") (NYSE: TPRE)
today reiterated the unanimous recommendation of its Board of
Directors that Third Point Re shareholders vote (i) "FOR" the share
issuance proposal, (ii) "FOR" the Loeb share issuance proposal,
(iii) "FOR" each of the bye-laws proposals and (iv) "FOR" the name
change proposal at the special general meeting of Third Point Re's
shareholders to be held on November 23,
2020.
For the reasons set out in the Joint Proxy
Statement/Prospectus (as defined below) filed with the SEC in
connection with the upcoming special general meeting of Third Point
Re's shareholders, Third Point Re's Board of Directors
believes the proposed merger with Sirius International Insurance
Group, Ltd ("Sirius Group") creates compelling value for Third
Point Re's shareholders.
The proposed changes to the existing Third Point Re bye-laws are
an important component of the proposed transaction that, if
approved, would provide the Company and its shareholders
with a new set of bye-laws that Third Point Re's Board of Directors
believes are appropriate for this stage of the Company's evolution
into a top-tier global specialty insurer and reinsurer.
Specifically, the Board of Directors recommends in favor of each of
the bye-law proposals for the following reasons:
- Proposal 3 (First bye-laws proposal):
The first bye-laws proposal clarifies the procedures by which
shareholders may submit shareholder proposals and director
nominations. These provisions provide shareholders with greater
detail on the information that must be submitted to the Company
with the proposal and provide the shareholders with time that the
Third Point Re Board of Directors believes is adequate (and in
the case of director nominations, more time than the existing
bye-laws) to make such proposals and nominations, in line with
other public companies and market practice.
Benefits to Shareholders. The Third Point Re Board of
Directors believes these revised provisions benefit shareholders by
making the timing and procedures for shareholder proposals and
director nominations clearer and therefore providing an easier
roadmap to follow in the event they wish to submit such proposals
or nominations.
- Proposal 4 (Second bye-laws proposal):
The second bye-laws proposal deletes provisions related to director
appointment rights of historical investors and provisions related
to the removal of directors that are no longer operative.
Benefits to Shareholders. The Third Point Re Board of
Directors believes this proposal is beneficial for shareholders
because it removes historical provisions giving additional rights
to specific investors that are no longer operative; no substantive
change to the bye-laws is being made.
- Proposal 5 (Third bye-laws proposal):
The third bye-laws proposal amends or adds provisions to provide
that a director with a conflict of interest must declare that
interest, but that the director is not required to recuse himself
or herself from the vote. The Third Point Re Board of Directors
believes that this approach is a more typical approach for a
Bermuda public company, providing
the members of the Third Point Re Board of Directors with
greater discretion to determine when it is appropriate for a
director to recuse himself or herself from a particular matter.
Benefits to Shareholders. This proposal is intended to
benefit shareholders by ensuring that the Third Point Re Board
of Directors considers matters and makes decisions with knowledge
of any conflicts, but allows the directors, elected by the
shareholders and acting in the interests of shareholders, to
continue to bring to bear their knowledge, expertise and experience
to the matter being considered.
- Proposal 6 (Fourth bye-laws proposal):
The fourth bye-laws proposal removes the requirement that certain
historical investors consent to amendments to the bye-laws that
have a material adverse effect on that investor. If approved, these
consent rights with respect to Daniel S.
Loeb will be contained in an investor rights agreement to be
entered into between Third Point Re and Mr. Loeb in connection with
the closing of the merger.
Benefits to Shareholders: This proposal is intended to
benefit shareholders by making it clear that certain historical
investors no longer have these consent rights, while continuing to
provide Mr. Loeb, a significant shareholder of Third Point Re, with
rights commensurate with his ownership and historical rights.
- Proposal 7 (Fifth bye-laws proposal):
The fifth bye-laws proposal removes certain historical investors'
consent rights over special actions of Third Point Re, their board
observer rights and their consent right over amendments to the
memorandum of association that have a material adverse effect on
that investor. If approved, these consent and other rights with
respect to Daniel S. Loeb will be
contained in an investor rights agreement to be entered into
between Third Point Re and Mr. Loeb in connection with the closing
of the merger.
Benefits to Shareholders. These changes to the bye-laws are
intended to be beneficial to shareholders by making clear that
certain historical investors no longer have these rights, while
continuing to provide Mr. Loeb, a significant shareholder of Third
Point Re, with rights commensurate with his ownership and
historical rights.
- Proposal 8 (Sixth bye-laws proposal):
The sixth bye-laws proposal makes other changes to the bye-laws not
described above, including changes agreed as part of the merger
agreement to effectuate the voting cutback of CM Bermuda. Failure
to approve this proposal would result in the voting cutback of CM
Bermuda being contained in a contractual agreement with Third Point
Re. In addition, this proposal expands the maximum number of
directors that are permitted on the Third Point Re Board of
Directors by two.
Benefits to Shareholders. This proposal is intended to
benefit shareholders by providing them with greater relative voting
rights since the single largest shareholder will have its voting
power cutback to 9.9% and ensuring that the voting cutback
agreement cannot be amended without a shareholder vote. The
expansion of the maximum number of directors permitted on the Third
Point Re Board of Directors will allow Third Point Re to add
additional directors with relevant expertise in key areas as it
grows the combined company. Other changes to the bye-laws reflected
in this proposal benefit shareholders by providing the Third Point
Re Board of Directors with greater flexibility to operate the
business in a manner it believes will provide the greatest value to
shareholders and removing provisions that are no longer
operative.
The Board of Directors of Third Point Re reiterates its
recommendation that Third Point Re shareholders vote "FOR" the
share issuance proposal, "FOR" the Loeb share issuance proposal,
"FOR" each of the bye-laws proposals and "FOR" the name change
proposal at a special general meeting of shareholders.
Third Point Re encourages shareholders to read the registration
statement on Form S-4 dated September 23,
2020, which was subsequently amended and declared effective
by the SEC on October 23, 2020 (the
"Form S-4"), which includes a prospectus of Third Point Re and a
proxy statement of Sirius Group (the "Joint Proxy
Statement/Prospectus") for further information on the transaction
and each of the proposals.
About the Company
Third Point Re is a public company listed on the New York Stock
Exchange which, through its wholly-owned subsidiaries Third Point
Re BDA and Third Point Reinsurance (USA) Ltd. ("Third Point Re USA"), writes property and casualty
reinsurance business. Third Point Re BDA and Third Point Re
USA each have an "A-" (Excellent)
financial strength rating from A.M. Best Company, Inc.
Contact
Third Point Reinsurance Ltd.
Christopher S. Coleman - Chief
Financial Officer
investorrelations@thirdpointre.bm
+1 441-542-3333
SAFE HARBOR STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed transaction with Sirius Group, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These estimates and statements are subject to risks and
uncertainties, and actual results might differ materially. Such
estimates and statements include, but are not limited to,
statements about the benefits of the proposed transaction with
Sirius Group, including future financial and operating results, the
combined company's plans, objectives, expectations and intentions,
and other statements that are not historical facts. Such statements
are based upon the current beliefs and expectations of the
management of Third Point Re and Sirius Group and are subject to
significant risks and uncertainties outside of our control. Among
the risks and uncertainties that could cause actual results to
differ from those described in the forward-looking statements are
the following: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the risk that Sirius Group shareholders may not
adopt the merger agreement or that Third Point Re shareholders may
not approve the share issuance, (3) the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject
to conditions that are not anticipated, (4) the risks that any of
the closing conditions to the Merger may not be satisfied in a
timely manner, and (5) the risk that the combined company may not
achieve the expected benefits of the transaction. Discussions of
additional risks and uncertainties are contained in Third Point
Re's and Sirius Group's filings with the Securities and Exchange
Commission. Neither Third Point Re nor Sirius Group is under any
obligation, and each expressly disclaims any obligation, to update,
alter, or otherwise revise any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events, or otherwise. Persons
reading this announcement are cautioned not to place undue reliance
on these forward-looking statements which speak only as of the date
hereof.
WHERE TO FIND ADDITIONAL INFORMATION
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction with
Sirius Group. In connection with the Merger, Third Point Re filed
with the SEC the Joint Proxy Statement/Prospectus, and each of
Third Point Re and Sirius Group may be filing with the SEC other
documents regarding the proposed transaction with Sirius Group.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the Joint
Proxy Statement/Prospectus and other documents filed by Third
Point Re and Sirius Group with the SEC at http://www.sec.gov. Free
copies of the Joint Proxy Statement/Prospectus and each company's
other filings with the SEC may also be obtained from the respective
companies. Free copies of documents filed with the SEC by Third
Point Re will be made available free of charge on Third Point Re's
investor relations website at
https://www.thirdpointre.com/investors/. Free copies of documents
filed with the SEC by Sirius Group will be made available free of
charge on Sirius Group's investor relations website at
https://ir.siriusgroup.com/.
PARTICIPANTS IN THE SOLICITATION
Third Point Re and its directors and executive officers, and
Sirius Group and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in respect of the proposed merger.
Information about the directors and executive officers of Third
Point Re is set forth in its Annual Proxy Statement, which was
filed with the SEC on April 27, 2020.
Information about the directors and executive officers of Sirius
Group is set forth in its Annual Report on Form 10-K, which was
filed with the SEC on March 5, 2020
(as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on
April 21, 2020). Investors may obtain
additional information regarding the interest of such participants
by reading the Joint Proxy Statement/Prospectus.
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SOURCE Third Point Reinsurance Ltd.