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RenaissanceRe to acquire Platinum Underwriters for $76 per share in cash, stock

Platinum Underwriters Holdings, Ltd. Announces Entry Into A Definitive Merger Agreement With RenaissanceRe Holdings Ltd.

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HAMILTON, Bermuda, Nov. 24, 2014 /PRNewswire/ -- Platinum Underwriters Holdings, Ltd. (NYSE: PTP) ("Platinum" or the "Company") announced today that it has entered into a definitive merger agreement with RenaissanceRe Holdings Ltd. (NYSE: RNR) ("RenaissanceRe") under which RenaissanceRe will acquire Platinum. Under the terms of the transaction, the common shareholders of Platinum will receive cash and RenaissanceRe common shares with an approximate value of $76 per share, or approximately $1.9 billion in the aggregate.

Michael D. Price, President and Chief Executive Officer of the Company, commented: "We are pleased to have entered into the definitive merger agreement with RenaissanceRe. RenaissanceRe supported our formation and initial public offering in 2002 and has a demonstrated track record of underwriting excellence. We firmly believe this transaction is in the best interests of our shareholders and beneficial to our clients and brokers."

The aggregate consideration for the transaction will consist of 7.5 million RenaissanceRe common shares, currently valued at $0.76 billion, and $1.16 billion of cash. The cash consideration will be funded through a pre-closing dividend by the Company, RenaissanceRe available funds and the issuance of new senior debt by RenaissanceRe.

The approximate value of $76.00 per share represents a 24% premium to Platinum's closing price per common share as of November 21, 2014. At closing, Platinum shareholders will receive a $10.00 per share special pre-closing dividend with the remainder of the consideration, at their election, consisting of (i) $66.00 per Platinum share in cash, (ii) 0.6504 RenaissanceRe common shares per Platinum share, or (iii) a combination of $35.96 in cash and 0.2960 RenaissanceRe common shares per Platinum share, subject to proration.

The agreement has been unanimously approved by both companies' Boards of Directors. The transaction is expected to close in the first half of 2015 and is subject to customary regulatory approvals as well as the approval of Platinum's shareholders.

Goldman, Sachs & Co. is acting as financial advisor to Platinum in connection with the transaction and Sullivan & Cromwell LLP is acting as legal counsel.

http://www.prnewswire.com/news-releases/platinum-underwriters-holdings-ltd-announces-entry-into-a-definitive-merger-agreement-with-renaissancere-holdings-ltd-300000087.html