Pursuant to an announcement dated January 9, 2015, XL Group plc (“Bidder”), announced an offer for the entire issued and to be issued share capital of Catlin Group Limited (“Target”) (the “Offer”).
ACCESS TO THIS SECTION OF THE WEBSITE (“Microsite”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM, THE UNITED STATES OF AMERICA, THE REPUBLIC OF IRELAND AND BERMUDA. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY BIDDER IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE OFFER CANNOT BE VALIDLY ACCEPTED BY TARGET SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE DOCUMENTS FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, THE UNITED STATES OF AMERICA, THE REPUBLIC OF IRELAND OR BERMUDA WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH BIDDER REGARDS AS UNDULY ONEROUS (“Restricted Jurisdiction”)
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Offer does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be (or have been) set out in the formal offer documentation (which may take the form of a circular or offer document) sent to or made available to Target shareholders (the “Transaction Document”). Target shareholders are urged to read both the Transaction Document and the prospectus to be approved by the Central Bank of Ireland and published in due course (the “Irish Prospectus”) in connection with the new shares to be issued by the Bidder pursuant to the Offer (the “New Bidder Shares”). In considering the Offer, shareholders of Target should only rely on the information contained, and procedures described, in the Transaction Document and the Irish Prospectus. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, Bidder accepts, no responsibility or duty to update any such information, document or announcement, and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the chief financial officer and the chief executive officer of Bidder is for information that relates to the Bidder only and does not include any information relating to the Target, the Target group and their respective personnel unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Bidder, nor Target, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Target shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Offer will only be set out in the Transaction Document sent to or made available to Target shareholders by Bidder and any decision made by such shareholders should be made solely and only on the basis of information provided in the Transaction Document.
Morgan Stanley International plc and Goldman Sachs & Co. are acting as financial advisers to Bidder and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Bidder for providing the protections afforded to clients of Morgan Stanley International plc and Goldman Sachs & Co., nor for providing advice in relation to any matters referred to herein.
The information on this Microsite contains forward-looking statements, both with respect to Bidder and Target and their industries, that reflect their current views with respect to future events and financial performance. Statements that are not historical facts, including statements about Bidder’s or Target’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “may,” “could” or “would” or similar statements of a future or forward-looking nature identify forward-looking statements. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them.
A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes: (a) changes in the size of claims relating to natural or man-made catastrophe losses due to the preliminary nature of some reports and estimates of loss and damage to date; (b) trends in rates for property and casualty insurance and reinsurance; (c) the timely and full recoverability of reinsurance placed by Bidder or Target with third parties, or other amounts due to Bidder or Target; (d) changes in the projected amount of ceded reinsurance recoverables and the ratings and credit worthiness of reinsurers; (e) actual loss experience from insured or reinsured events and the timing of claims payments being faster or the receipt of reinsurance recoverables being slower than anticipated; (f) increased competition on the basis of pricing, capacity, coverage terms or other factors such as the increased inflow of third party capital into reinsurance markets, which could harm either Bidder’s or Target’s ability to maintain or increase its business volumes or profitability; (g) greater frequency or severity of claims and loss activity than Bidder’s or Target’s respective underwriting, reserving or investment practices anticipate based on historical experience or industry data; (h) changes in the global financial markets, including the effects of inflation on Bidder’s or Target’s business, including on pricing and reserving, increased government involvement or intervention in the financial services industry and changes in interest rates, credit spreads, foreign currency exchange rates and future volatility in the world’s credit, financial and capital markets that adversely affect the performance and valuation of either Bidder’s or Target’s investments, financing planning and access to such markets or general financial condition; (i) changes in ratings, rating agency policies or practices; (j) the potential for changes to methodologies, estimations and assumptions that underlie the valuation of Bidder’s or Target’s respective financial instruments that could result in changes to investment valuations; (k) changes to Bidder’s or Target’s respective assessment as to whether it is more likely than not that it will be required to sell, or has the intent to sell, available-for-sale debt securities before their anticipated recovery; (l) the ability of Bidder’s or Target’s subsidiaries to pay dividends; (m) the potential effect of legislative or regulatory developments in the jurisdictions in which Bidder or Target operates, such as those that could impact the financial markets or increase their respective business costs and required capital levels, including but not limited to changes in regulatory capital balances that must be maintained by operating subsidiaries and governmental actions for the purpose of stabilizing the financial markets; (n) the actual amount of new and renewal business and acceptance of products and services, including new products and services and the materialization of risks related to such products and services; (o) changes in applicable tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof; (p) the effects of mergers, acquisitions, divestitures and retrocession agreements; and (q) in the case of Bidder, the other factors set forth in Bidder’s reports on Form 10-K, Form 10-Q and other documents on file with the United States Securities and Exchange Commission (the “SEC”).
Additionally, the acquisition of Target by Bidder (the “Acquisition”) is subject to risks and uncertainties, including: (i) Bidder and Target may be unable to complete the Acquisition because, among other reasons, conditions to the completion of the Acquisition may not be satisfied or waived, including the failure to obtain required regulatory approvals, or the other party may be entitled to terminate the Acquisition; (ii) receipt of regulatory approvals required by the Acquisition may be subject to conditions, limitations and restrictions that could negatively impact the business and operations of the combined company; (iii) uncertainty as to the timing of completion of the Acquisition; (iv) the ability to obtain approval of the Acquisition by Target shareholders; (v) uncertainty as to the actual premium (if any) that will be realized by Target shareholders in connection with the Acquisition; (vi) uncertainty as to the long-term value of Bidder ordinary shares to be issued to Target shareholders in connection with the Acquisition; (vii) inability to retain key personnel of Target or Bidder during the pendency of the Acquisition or after completion of the Acquisition; (viii) failure to realize the potential synergies from the Acquisition, including as a result of the failure, difficulty or delay in integrating Target’s businesses into Bidder; (ix) the ability of Target’s board of directors to withdraw its recommendation of the Acquisition; and (x) the outcome of any legal proceedings to the extent initiated against Bidder, Target and others relating to the Acquisition, as well as Bidder and Target’s management’s responses to any of the aforementioned factors.
Neither Bidder nor Target undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Notice to U.S. Holders of Target Shares
The Offer relates to the shares of a Bermuda company and is being made by means of a scheme of arrangement and merger, in each case provided for under the Companies Act 1981 of Bermuda. The transaction, implemented by way of a scheme of arrangement and merger, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended. Accordingly, the Offer is subject to the disclosure requirements and practices applicable to a scheme of arrangement and merger involving a target company in Bermuda listed on the London Stock Exchange and applicable to the issuance of buyer shares under the laws of the Republic of Ireland, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Bidder exercises its right to implement the Offer by way of a tender offer and determines to extend the offer into the United States, the Offer will be made in compliance with applicable United States laws and regulations.
The information on this Microsite is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended.
The New Bidder Shares to be issued pursuant to the Offer have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New Bidder Shares to be issued pursuant to the Offer will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the U.S. Securities Act. If, in the future, Bidder exercises its right to implement the acquisition by way of a takeover offer or a merger under the Companies Act 1981 of Bermuda (in lieu of a scheme of arrangement and merger) or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement with the SEC that will contain a prospectus with respect to the issuance of New Bidder Shares. In this event, Target shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to Bidder’s contact for enquiries identified above.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the New Bidder Shares to be issued in connection with the Offer, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The materials found on this Microsite contain information in respect of the Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom, the United States of America, the Republic of Ireland or Bermuda who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.
By choosing the “I agree” option, you have represented that you are not a national of, or resident in, a Restricted Jurisdiction, and that Bidder is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offer.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Bidder nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.Memorandum and Articles of Association of XL Group Public Limited Company →
Stock Purchase Agreement entered into by and among, XL Re Ltd and other shareholders of ARX Holding Corp. with The Progressive Corporation dated December 15, 2014 →
Confidentiality Agreement dated July 16, 2013 by and between XL Group plc and Catlin Group Limited →
Base Indenture, dated March 30, 2015, among XL Group plc, XLIT Ltd., Wells Fargo Bank, National Association, as Trustee →
First Supplemental Indenture dated March 30, 2015, among XL Group plc, XLIT Ltd., Wells Fargo Bank, National Association, as Trustee →
Secured Credit Agreement, dated as of November 22, 2013, between XL Group plc and certain of its subsidiaries, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and The Bank of New York Mellon, as Collateral Agent →
First Amendment, dated February 11, 2015, to the Secured Credit Agreement, dated as of November 22, 2013, between XL Group plc and certain of its subsidiaries, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and The Bank of New York Mellon, as Collateral Agent →
Unsecured Credit Agreement, dated as of November 22, 2013, between XL Group plc and certain of its subsidiaries, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent →
First Amendment, dated February 11, 2015, to the Unsecured Credit Agreement, dated as of November 22, 2013, between XL Group plc and certain of its subsidiaries, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent →
Credit Agreement, dated as of May 7, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Credit Agreement First Amendment, dated as of May 13, 2013, to the Credit Agreement, dated as of May 7, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Credit Agreement Second Amendment, dated as of May 15, 2013, to the Credit Agreement, dated as of May 7, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Credit Agreement, dated as of August 6, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Credit Agreement First Amendment, dated as of September 12, 2013, to the Credit Agreement, dated as of August 6, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Credit Agreement, dated as of November 4, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto →
Consent of PricewaterhouseCoopers dated 1 April 2015 →
Consent of Ernst and Young LLP dated 2 April 2015 →