HAMILTON, Bermuda, Oct. 23, 2020 /PRNewswire/ -- Third Point
Reinsurance Ltd. (NYSE: TPRE) ("Third Point Re") announced today
that it will hold a special general meeting of shareholders on
November 23, 2020 (the "Special
Meeting") at 10 a.m. Bermuda time at the Point House, 3 Waterloo
Lane, Pembroke HM 08, Bermuda.
Shareholders will vote on matters in connection with the
previously announced merger transaction (the "Merger") with Sirius
International Insurance Group, Ltd. ("Sirius Group"), including the
issuance of Third Point Re common shares to shareholders of Sirius
Group.
The Merger is expected to close in the first quarter of 2021,
subject to approval by Third Point Re shareholders and Sirius Group
shareholders and customary closing conditions, including regulatory
approvals.
Third Point Re shareholders of record, as of the close of
business on October 1, 2020, will be
entitled to receive notice of and to vote at the Special Meeting.
Instructions for how to attend, participate in and vote at the
Special Meeting are provided in the joint proxy
statement/prospectus, which is being filed with the Securities and
Exchange Commission today, together with this press release.
Third Point Re shareholders are encouraged to read the joint
proxy statement/prospectus, which includes the reasons for the
Board's unanimous recommendation that shareholders vote "FOR" the
issuance of Third Point Re common shares and other
proposals.
Due to COVID-19 health and safety implications, Third Point Re
strongly encourages shareholders to vote their shares by proxy
prior to the Special Meeting.
Third Point Re shareholders who need assistance in completing
the proxy card, need additional copies of the proxy materials, or
have questions regarding the Special Meeting may contact Third
Point Re's proxy solicitor, Innisfree M&A Incorporated, by
phone at (877) 705-8315 or (212) 750-5833.
Safe Harbor Statement Regarding Forward-Looking
Statements
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the Merger, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These estimates and statements are
subject to risks and uncertainties, and actual results might differ
materially. Such estimates and statements include, but are not
limited to, statements about the benefits of the Merger, including
future financial and operating results, the combined company's
plans, objectives, expectations and intentions, and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of the management of
Third Point Re and Sirius Group and are subject to significant
risks and uncertainties outside of our control. Among the risks and
uncertainties that could cause actual results to differ from those
described in the forward-looking statements are the following: (1)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, (2) the
risk that Sirius Group shareholders may not adopt the merger
agreement or that Third Point Re shareholders may not approve the
share issuance, (3) the risk that the necessary regulatory
approvals may not be obtained or may be obtained subject to
conditions that are not anticipated, (4) the risks that any of the
closing conditions to the Merger may not be satisfied in a timely
manner, and (5) the risk that the combined company may not achieve
the expected benefits of the transaction. Discussions of
additional risks and uncertainties are contained in Third Point
Re's and Sirius Group's filings with the Securities and Exchange
Commission. Neither Third Point Re nor Sirius Group is under
any obligation, and each expressly disclaims any obligation, to
update, alter, or otherwise revise any forward-looking statements,
whether written or oral, that may be made from time to time,
whether as a result of new information, future events, or
otherwise. Persons reading this announcement are cautioned
not to place undue reliance on these forward-looking statements
which speak only as of the date hereof.
Where to Find Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the Merger. In connection with
the Merger, Third Point Re filed with the SEC on October 23, 2020 a final joint proxy
statement/prospectus, and each of Third Point Re and Sirius Group
may be filing with the SEC other documents regarding the Merger.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Third Point Re
and Sirius Group with the SEC at http://www.sec.gov. Free copies of
the joint proxy statement/prospectus and each company's other
filings with the SEC may also be obtained from the respective
companies. Free copies of documents filed with the SEC by Third
Point Re will be made available free of charge on Third Point Re's
investor relations website at
https://www.thirdpointre.com/investors/. Free copies of documents
filed with the SEC by Sirius Group will be made available free of
charge on Sirius Group's investor relations website at
https://ir.siriusgroup.com/.
Participants in the Solicitation
Third Point Re and its directors and executive officers, and
Sirius Group and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in respect of the proposed merger.
Information about the directors and executive officers of Third
Point Re is set forth in its Annual Proxy Statement, which was
filed with the SEC on April 27, 2020.
Information about the directors and executive officers of Sirius
Group is set forth in its Annual Report on Form 10-K, which was
filed with the SEC on March 5, 2020
(as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on
April 21, 2020). Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement/prospectus regarding the proposed
merger when it becomes available.
About Third Point Re
Third Point Re is a public company listed on the New York Stock
Exchange which, through its wholly-owned subsidiaries Third Point
Reinsurance Company Ltd. and Third Point Reinsurance (USA) Ltd., writes property and casualty
reinsurance business. Third Point Reinsurance Company Ltd. and
Third Point Reinsurance (USA) Ltd.
each have an "A-" (Excellent) financial strength rating from A.M.
Best Company, Inc. www.thirdpointre.com
Contacts:
Investors
Third Point Reinsurance Ltd.
Christopher S. Coleman – Chief
Financial Officer
investorrelations@thirdpointre.bm
+1 441-542-3333
Media
Rein4ce
Mairi Mallon
mairi.mallon@rein4ce.co.uk
+44 7843076533
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SOURCE Third Point Reinsurance Ltd.