Aspen Insurance Holdings Limited has issued a letter to shareholders regarding the unsolicited proposal from Endurance Specialty Holdings Ltd. to acquire Aspen for a combination of Endurance common stock and cash.
Glyn Jones, the chairman of the board of directors of Aspen, said:
Since Endurance publicized its letter to Aspen on 14th April, we have actively reached out to shareholders and have found overwhelming consensus for our rejection of Endurance's ill-conceived “proposal,” which undervalues Aspen, represents a strategic mismatch and carries significant execution risk. Furthermore, our discussions with clients and brokers have confirmed our view that the combination would result in substantial dis-synergies. Mr. Charman's characterizations are merely an attempt to deflect from the real point that the “proposal” is unattractive and not actionable.
Endurance has reiterated what it has characterized as the benefits of its proposed takeover of Aspen and said that the refusal of Aspen to consider its $3.2 billion proposal continues to deny its shareholders the ability to receive a highly attractive premium and an ongoing stake in a global industry leader.
Michael J. McGuire, the chief financial officer of Endurance, said:
Having already rejected our proposal, Aspen's defensive statement simply repeats inaccurate characterizations and ignores the plain fact that we are offering its shareholders significant value for their shares and the opportunity to participate in a larger, superior organization going forward. This is another clear sign of an entrenched board and management that is not aligned with shareholder interests.
Endurance remains clearly intent on consummating a transaction and not, as Aspen claims, just “kicking the tires.” Aspen well knows that customary due diligence is no roadblock and would not present any impediment to closing a negotiated transaction. Moreover, the broad range of Aspen and Endurance shareholders with whom we have been speaking agree with the strategic rationale and financial benefits we outlined. This stands in stark contradiction to Aspen's mischaracterization of market sentiment, which we strongly question.
Mr. McGuire concluded by stating:
We remain fully committed to delivering our highly attractive premium to Aspen shareholders. To date, we have taken a deliberate approach, allowing Aspen ample opportunity at each step to engage with us for the benefit of their shareholders. We will continue to take the steps necessary to make sure Aspen shareholders have the opportunity to realize a significant premium for their shares, even in the face of the misguided resistance of Aspen's board.
Learn more: www.aspen.co; www.endurance.bm.
FC&S Legal's prior coverage of the proposed takeover is available at:
Victoria Spears
Victoria Prussen Spears is senior vice president of Meyerowitz Communications Inc., a law firm marketing communications consulting company. A graduate of Sarah Lawrence College and Brooklyn Law School, Ms. Spears was an attorney at a leading New York City law firm before joining Meyerowitz Communications. She may be contacted at [email protected].