(Source: Business Wire)PartnerRe Ltd. (NYSE:PRE) today announced that it has entered into definitive agreements amending the previously announced acquisition structure of PARIS RE Holdings Limited (Euronext:PRI), the French-listed, Swiss-based diversified reinsurer. By moving directly to a merger vote in lieu of an exchange offer, the amended structure is expected to expedite PartnerRe's acquisition of PARIS RE, while keeping unchanged the consideration granted to PARIS RE shareholders.

As previously announced, PartnerRe has entered into agreements to acquire 77%, and previously acquired approximately 6%, of PARIS RE's outstanding common shares. In these transactions, PartnerRe offered (subject to certain adjustments) the same exchange ratio of 0.30 PartnerRe common shares for each PARIS RE common share. The closing of the 77% block purchase is currently expected to occur in October 2009, subject to certain conditions, including the approval of certain insurance and competition regulatory authorities. All PartnerRe and PARIS RE shareholder approvals required in connection with the closing of the 77% block purchase have been obtained. As a result of the closing of the purchase of the 77% of PARIS RE's outstanding common shares referred to above, PartnerRe will hold 83% of PARIS RE's outstanding common shares.

Following the closing of the block purchase, PARIS RE has agreed to call a meeting of its shareholders to vote on a proposal to effect a merger, governed by Swiss law, of PARIS RE into a wholly-owned subsidiary of PartnerRe. Through such merger, PartnerRe would acquire the remainder of PARIS RE's outstanding shares at the same 0.30 exchange ratio. PartnerRe expects that PARIS RE will provide its shareholders, together with the invitation for the shareholders' meeting, a shareholders' information letter detailing the revised acquisition structure and informing the PARIS RE shareholders of their right to inspect the merger documentation (including the merger agreement and a merger audit report) during the 30-day period prior to the meeting. The merger, when approved by the holders of at least 90% of all outstanding PARIS RE voting rights, is expected to become effective in December 2009.

PartnerRe intends to obtain a listing for its shares on the Euronext Paris stock exchange, which will be effective upon completion of the merger. PartnerRe will also seek to implement measures to enhance shareholders' access to liquidity including through the New York Stock Exchange.