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EXEL Limited
Gavin R. Arton
(441) 292-8515
Mid Ocean Limited
John M. Wadson
(441) 292-1358
Each Mid Ocean Share Will Be Exchanged For 1.0215 Newly Issued EXEL Shares
EXEL Authorizes $500 million Share Repurchase
HAMILTON, BERMUDA, March 16, 1998 -- EXEL Limited (NYSE:XL) ("EXEL") and Mid Ocean Limited (NYSE:MOC)
("Mid Ocean") announced today that the two companies have signed a definitive agreement to
merge, creating an organization with assets in excess of $9.1 billion,
shareholders' equity of more than $4.2 billion and an estimated market
capitalization of nearly $8.0 billion. EXEL will be the holding company for the
new organization. EXEL and Mid Ocean plan to combine their reinsurance
operations which will operate as X.L. Mid Ocean Reinsurance Company, Ltd. and be
headquartered in Bermuda. The combined organization, based on market
capitalization, will rank as one of the 25 largest publicly traded
property-casualty insurance companies in the world.
The all stock transaction would result in EXEL issuing 1.0215 new shares of
its ordinary shares for each share of Mid Ocean Limited that it does not already
own. EXEL currently owns 9.7 million, or 26.82 percent, of the outstanding
shares of Mid Ocean. The transaction is subject to the approval of shareholders
of both companies, as well as certain regulatory approvals. The Boards of
Directors of EXEL and Mid Ocean haveby vote of unaffiliated directors
unanimously agreed to the merger which is expected to be completed by mid summer
1998. The merger will be accounted for as a purchase transaction under U.S.
generally accepted accounting principles ("GAAP").
In addition, in connection with this transaction, EXEL announced that it
intends to repurchase up to $500 million of its shares either prior to or after
completion of the transaction.
"We are very excited about the business prospects of the combined
company," commented Michael P. Esposito, Jr., Chairman of EXEL. "We
look forward to working with Bob Newhouse, Mid Ocean's Chairman, and Michael
Butt, their President and Chief Executive Officer, both of whom will join the
EXEL Board upon completion of the transaction and are delighted that they have
both agreed to act as consultants in developing our global business. In
addition, we will be appointing three additional directors from the Mid Ocean
Board."
"All of us at Mid Ocean are very pleased to be joining forces with our
largest shareholder who was also one of our major founders," stated Robert
J. Newhouse, Jr., Chairman of the Board of Mid Ocean Limited. "We believe
that joining Mid Ocean with EXEL accelerates the fulfillment of our strategic
vision by bringing immediate access to additional professional and financial
resources."
The combination of EXEL and Mid Ocean creates one of the pre-eminent
insurance and reinsurance organizations in the world for excess property and
casualty business," commented Brian M. O'Hara, President and Chief
Executive Officer of EXEL Limited.
"Our reinsurance businesses are complementary, added Mr. O'Hara.
"Mid Ocean's reputation as a market leader and brand name, coupled with
their significant presence at Lloyd's, through their ownership of The Brockbank
Group plc, provides the platform for substantial growth internationally.
Reflecting the fact that both organizations are already lean we anticipate only
a nominal cost savings. I am pleased to note that the combination of our two
companies should be accretive to EXEL's earnings on both a GAAP and cash basis,
excluding any one time charges associated with the transaction.
"We were a founding shareholder of Mid Ocean more than five years ago
and have participated in its growth into a major reinsurance company. As the
largest shareholder of Mid Ocean, it is the natural culmination of our
investment, and more than doubles EXEL's presence in the reinsurance
market," Mr. O'Hara added.
Michael A. Butt, President and Chief Executive Officer of Mid Ocean, noted,
"Today's global markets demand and appreciate scale, financial strength,
geographic and product diversification and a competitive cost structure. This
merger will create a powerful platform and will enhance existing competitive
advantages and should lead to greater shareholder value than either company
could achieve independently."
"I am very proud of what Mid Ocean has accomplished in its five years
and grateful to all who have enabled us to achieve this. I am delighted that it
will now become an integral part of such a strong and dynamic group," added
Mr. Butt.
Michael P. Esposito, Jr. and Brian M. O'Hara will remain in their positions
as Chairman of the Board and President and Chief Executive Officer,
respectively, of EXEL Limited.
Henry C. V. Keeling, currently President, Chief Operating and Underwriting
Officer of Mid Ocean Reinsurance Company, Ltd., will become an Executive Vice
President of EXEL, and President and Chief Executive Officer of X.L. Mid Ocean
Reinsurance Company, Ltd. Mr. O'Hara will serve as that company's Chairman.
Mark E. Brockbank, Director and Chief Executive Officer of The Brockbank
Group plc, a subsidiary operating company of Mid Ocean, will continue in that
capacity and be appointed an Executive Vice President of EXEL.
Robert J. Cooney, Executive Vice President of EXEL and President and Chief
Operating Officer of EXEL's principal insurance subsidiary, X.L. Insurance
Company, Ltd. ("X.L. Insurance"), has been appointed President and
Chief Executive Officer of X.L. Insurance.
K. Bruce Connell will continue as an Executive Vice President of EXEL
Limited, assumes responsibility for North American development and becomes Chief
Executive Officer of EXEL's Financial Products Division.
Robert R. Lusardi, Executive Vice President of EXEL, will be the Chief
Financial Officer of the combined companies.
In fiscal 1997, Mid Ocean had revenues of $619.4 million and, as of January
31, 1998, had total assets of $2.45 billion and shareholders' equity of $1.41
billion. EXEL had revenues in fiscal 1997 of $1.2 billion and, as of February
28, 1998, had total assets of $6.4 billion and shareholders' equity of $2.7
billion.
EXEL Limited, through X.L. Insurance Company, Ltd., X.L. Europe Insurance and
X.L. Global Reinsurance Company, Ltd., is a leading provider of general
liability, directors and officers liability, employment practices liability,
political risk, X.L. Risk Solutions, excess property insurance and reinsurance
coverages and financial products to industrial, commercial and professional
service firms, insurance companies and other enterprises on a worldwide basis.
Mid Ocean Limited, through its wholly owned subsidiaries, Mid Ocean
Reinsurance Company Ltd. and The Brockbank Group plc, provide a broad range of
reinsurance and insurance products on a global basis.
This presentation contains forward looking statements of management
beliefs, estimates, projections, and assumptions for the financial condition,
results of operations, business and prospects of EXEL for Mid Ocean and the
combined EXEL/Mid Ocean on a pro forma basis, including statements relating to:
(a) future assets, shareholders' equity, market capitalization and market
position; (b) the cost of savings and accretion to reported and cash earnings
that should be realized from the merger; and (c) the restructuring charges
expected to be incurred in connection with the merger. These forward looking
statements involve certain risks and uncertainties, including those detailed
from time to time in EXEL's and Mid Ocean's reports and filings. Factors that
may cause actual results to differ materially from those contemplated by such
forward looking statements include, among others: (1) expected cost savings from
the merger cannot be fully realized or realized within the expected time frame;
(2) revenues following the merger are lower than expected; (3) competitive
pressure among insurers or reinsurers increases significantly; (4) costs or
difficulties related to the integration of the businesses of EXEL and Mid Ocean
are greater than expected; (5) general economic conditions are less favorable
than expected; (6) legislation, tax or regulatory changes adversely affect the
businesses in which the combined company would be engaged; or (7) natural
disasters or other catastrophic events are more prevalent or significant than
expected.
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