Significant events

Significant events in the third quarter of 2015 and subsequent events

Investment in PartnerRe

On August 3, 2015 EXOR announced that it had signed the definitive agreement with the Board of Directors of PartnerRe for the all-cash acquisition of 100% of the outstanding common shares of PartnerRe. This follows the mutual decision of PartnerRe and AXIS Capital Holdings Limited to terminate their amalgamation agreement and cancel the special general meeting of PartnerRe planned for August 7, 2015.

The definitive offer by EXOR on July 20, 2015 provides for a price per share of $137.50 in cash plus a special dividend of $3.00 per share, providing PartnerRe Common Shareholders with a total cash value of $140.50 per share for a total transaction value of approximately $6.9 billion, in addition to $0.70 per share of ordinary dividends per quarter through closing. The Preferred Shareholders will receive enhanced terms such as securities that are non-callable before January 2021 and a higher dividend rate (+100 basis points) or the equivalent economic value through January 2021.

The go-shop period during which PartnerRe did not receive an offer regarding an alternative to EXOR’s acquisition proposal expired on September 14, 2015.

The transaction is expected to close not later than the first quarter of 2016, subject to obtaining the necessary approval from the PartnerRe shareholders, the receipt of regulatory clearance and certain customary closing conditions. If certain transaction approvals are not received within 12 months following the signing of the agreement or if there are certain non-appealable prohibitions to the closing of the transaction, EXOR has committed to pay PartnerRe $225 million as a partial reimbursement of the termination fee paid by PartnerRe to AXIS.

PartnerRe has called a special general meeting of shareholders for November 19, 2015 to vote on the merger of Pillar Ltd (a wholly-owned subsidiary of EXOR) with and into PartnerRe. The terms and conditions of the transaction are described in the Merger Agreement of August 2, 2015, subsequently amended on August 31, 2015.

Almacantar share capital increase

On July 17, 2015 Almacantar S.A. carried out a second capital increase in 2015 for a total of £159.6 million. EXOR S.A. subscribed to its share for a total equivalent amount of £61.2 million (€87.6 million), paying £32.1 million (€46 million).

After these transactions EXOR S.A. holds 38.30% of Almacantar’s capital and has a remaining liability for the subscribed shares not yet paid of £29.1 million (€39.4 million).

Sale of Cushman & Wakefield

On September 1, 2015 EXOR S.A. closed the sale of its entire investment in Cushman & Wakefield to DTZ, a company owned by an investor group composed of TPG Capital, PAG Asia Capital and Ontario Teachers’ Pension Plan.

As announced on May 11, 2015 the transaction established a total enterprise value for Cushman & Wakefield of $2,042 million and generated net cash proceeds for EXOR S.A. of $1,277.6 million (€1,137 million) and a net gain of approximately $718 million (€639 million) and $522.1 million at the consolidated level.

Repayment of credit line extended to Juventus Football Club

On September 30, 2015 Juventus Football Club completely repaid the loan of a maximum of €50 million extended by EXOR with effect from February 1, 2015 and due on December 31, 2015.

Property investment in London

On October 7, 2015 EXOR S.A. finalized the contracts signed with Almacantar Centre Point LP in July 2015 for the purchase of four property units situated in London for a total amount of £54.7 million.

When the contracts were signed EXOR S.A. paid the seller an initial deposit of £5.5 million.

The property units will be restructured and placed at EXOR S.A.’s disposition starting from May 2017.

Closing of the agreement to increase the investment in The Economist Group

On October 16, 2015, as previously announced on August 12, 2015, EXOR S.A. closed the acquisition of 6.3 million ordinary shares (or 27.8% of the class) and 1.26 million B special shares (or 100% of the class) in The Economist Group from Pearson Group plc for total consideration of £287 million (€392.5 million).

Following this transaction EXOR S.A. became the single largest shareholder of The Economist Group and after completion of a separate share buyback announced by The Economist Group of Pearson’s remaining ordinary shares, EXOR S.A.’s investment in The Economist will increase to 43.4%.

Commercial Register No.64236277 Note legali | Credits