Aspen Insurance Holdings Limited (“Aspen”) (NYSE:AHL) announced
today that its Board of Directors has adopted a shareholders rights
plan (the “Rights Plan”) and resolved to issue one preferred share
purchase right on each share of the Company’s ordinary shares
issued and outstanding at the close of business on April 28, 2014.
The Rights Plan expires on April 16, 2015, and the Board of
Directors may terminate the Rights Plan at any time if it no longer
believes that the Rights Plan is in the best interests of the
Company and its shareholders.
In the absence of further action by the Board of Directors and
subject to certain exceptions, if a person or group acquires
beneficial ownership of 10% or more of Aspen’s ordinary shares (15%
in the case of a passive institutional investor), the rights
generally will become exercisable and allow holders (other than the
person or group members acquiring such beneficial ownership) to
acquire the Company's ordinary shares at a discounted price. In
addition, at any time after a person or group acquires 10% or more
of Aspen’s ordinary shares (15% in the case of a passive
institutional investor), the Board of Directors may determine to
exchange one Aspen ordinary share for each outstanding right (other
than rights owned by such acquiring person or group members, which
would become void).
The Rights Plan is designed to deter abusive tactics from being
used in a proposed takeover, to ensure that shareholders receive
fair and equal treatment in any proposed takeover of the Company
and to provide that any transaction would appropriately reward our
shareholders and be beneficial to our Company.
A summary of the Rights Plan will be mailed to shareholders.
Additional information regarding the Rights Plan will be contained
in the Form 8-K to be filed by Aspen with the U.S. Securities and
Exchange Commission.
Goldman, Sachs & Co. is acting as financial advisor and
Wachtell, Lipton, Rosen & Katz and Willkie Farr & Gallagher
LLP are acting as legal advisors to Aspen.
About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in
various domestic and global markets through wholly-owned
subsidiaries and offices in Bermuda, France, Germany, Ireland,
Singapore, Switzerland, the United Kingdom and the United States.
For the year ended December 31, 2013, Aspen reported $10.2 billion
in total assets, $4.7 billion in gross reserves, $3.3 billion in
shareholders’ equity and $2.6 billion in gross written premiums.
Its operating subsidiaries have been assigned a rating of “A”
(“Strong”) by Standard & Poor’s, an “A” (“Excellent”) by A.M.
Best and an “A2” (“Good”) by Moody’s.
Application of the Safe Harbor of the Private Securities
Litigation Reform Act of 1995
This press release may contain written “forward-looking
statements” within the meaning of the U.S. federal securities laws.
These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that do not
relate solely to historical or current facts, and can be identified
by the use of words such as “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “seek,” “will,” “likely,” “estimate,”
“may,” “continue,” “deliver,” and similar expressions of a future
or forward-looking nature.
All forward-looking statements rely on a number of assumptions,
estimates and data concerning future results and events and are
subject to a number of uncertainties and other factors, many of
which are outside Aspen’s control that could cause actual results
to differ materially from such statements.
Forward-looking statements do not reflect the potential impact
of any future collaboration, acquisition, merger, disposition,
joint venture or investments that Aspen may enter into or make, and
the risks, uncertainties and other factors relating to such
statements might also relate to the counterparty in any such
transaction if entered into or made by Aspen.
Aspen believes these factors include, but are not limited to:
our ability to successfully implement steps to further optimize the
business portfolio, ensure capital efficiency and enhance
investment returns; the possibility of greater frequency or
severity of claims and loss activity, including as a result of
natural or man-made (including economic and political risks)
catastrophic or material loss events, than our underwriting,
reserving, reinsurance purchasing or investment practices have
anticipated; the assumptions and uncertainties underlying reserve
levels that may be impacted by future payments for settlements of
claims and expenses or by other factors causing adverse or
favorable development; the reliability of, and changes in
assumptions to, natural and man-made catastrophe pricing,
accumulation and estimated loss models; decreased demand for our
insurance or reinsurance products and cyclical changes in the
highly competitive insurance and reinsurance industry; changes in
insurance and reinsurance market conditions; increased competition
from existing insurers and reinsurers and from alternative capital
providers and insurance-linked funds and collateralized special
purpose insurers on the basis of pricing, capacity, coverage terms,
new capital, binding authorities to brokers or other factors and
the related demand and supply dynamics as contracts come up for
renewal; changes in the availability, cost or quality of
reinsurance or retrocessional coverage; changes in general economic
conditions, including inflation, deflation, foreign currency
exchange rates, interest rates and other factors that could affect
our financial results; the risk of a material decline in the value
or liquidity of all or parts of our investment portfolio; evolving
issues with respect to interpretation of coverage after major loss
events; our ability to adequately model and price the effect of
climate cycles and climate change; any intervening legislative or
governmental action and changing judicial interpretation and
judgments on insurers’ liability to various risks; the
effectiveness of our loss limitation methods, including our
reinsurance purchasing; changes in the total industry losses, or
our share of total industry losses, resulting from past events and,
with respect to such events, our reliance on loss reports received
from cedants and loss adjustors, our reliance on industry loss
estimates and those generated by modeling techniques, changes in
rulings on flood damage or other exclusions as a result of
prevailing lawsuits and case law; the impact of one or more large
losses from events other than natural catastrophes or by an
unexpected accumulation of attritional losses; the impact of acts
of terrorism, acts of war and related legislation; any changes in
our reinsurers’ credit quality and the amount and timing of
reinsurance recoverables; the continuing and uncertain impact of
the current depressed lower growth economic environment in many of
the countries in which we operate; the level of inflation in repair
costs due to limited availability of labor and materials after
catastrophes; a decline in our operating subsidiaries’ ratings with
S&P, A.M. Best or Moody’s; the failure of our reinsurers,
policyholders, brokers or other intermediaries to honor their
payment obligations; our ability to execute our business plan to
enter new markets, engage in acquisitions or introduce new products
and develop new distribution channels, including their integration
into our existing operations; our reliance on the assessment and
pricing of individual risks by third parties; our dependence on a
few brokers for a large portion of our revenues; the persistence of
heightened financial risks, including excess sovereign debt, the
banking system and the Eurozone debt crisis; changes in our ability
to exercise capital management initiatives (including our share
repurchase program) or to arrange banking facilities as a result of
prevailing market changes or changes in our financial position;
changes in government regulations or tax laws in jurisdictions
where we conduct business; changes in accounting principles or
policies or in the application of such accounting principles or
policies; Aspen or Aspen Bermuda Limited becoming subject to income
taxes in the United States or the United Kingdom; loss of one or
more of our senior underwriters or key personnel; our reliance on
information and technology and third party service providers for
our operations and systems; and increased counterparty risk due to
the credit impairment of financial institutions.
For a detailed description of uncertainties and other factors
that could impact the forward-looking statements in this press
release, including the positioning to deliver profitable growth and
value for investors, please see the “Risk Factors” section in
Aspen’s Annual Report on Form 10-K for the year ended December 31,
2013, filed with the U.S. Securities and Exchange Commission on
February 20, 2014. Aspen undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Please visit www.aspen.coorInvestorsAspen Insurance
Holdings LimitedKerry Calaiaro, +1-646-502-1076Senior Vice
President, Investor RelationsKerry.Calaiaro@aspen.coorKathleen de
Guzman, +1-646-289-4912Vice President, Investor
Relationskathleen.DeGuzman@aspen.coorMediaAspen Insurance
Holdings LimitedSteve Colton, +44-20-7184-8337Head of
CommunicationsSteve.Colton@aspen.coorNorth America – Sard Verbinnen
& CoPaul Scarpetta or Jamie Tully,
+1-212-687-8080orInternational – Citigate Dewe RogersonPatrick
Donovan,
+44-20-7638-9571caroline.merrell@citigatedr.co.ukorCaroline
Merrell, +44-20-7638-9571patrick.donovan@citigatedr.co.uk
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