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[July 10, 2014]
Endurance Specialty Offers Letter Urging Fellow Aspen Holders to 'Make Their Voices Heard'
(Benzinga Lightning Feed Via Acquire Media NewsEdge) Endurance Specialty Holdings Ltd.
("Endurance") (NYSE: ENH) is urging fellow shareholders of Aspen Insurance Holdings Limited ("Aspen") (NYSE: AHL) to make their voices heard and tell Aspen's board and management it's time to put entrenched interests aside and focus on the clear benefits of Endurance's offer. In a letter being sent to Aspen shareholders, Endurance requests that Aspen shareholders vote FOR its proposals to requisition a special general meeting of shareholders in connection with Endurance's proposal to increase the size of Aspen's board of directors from 12 to 19 directors and to authorize support for the proposal of a Scheme of Arrangement by Endurance. By voting FOR Endurance's two proposals on the WHITE card, Aspen shareholders would be taking concrete action towards realizing the significant upfront premium and opportunity for long-term value of Endurance's offer.
In its letter, Endurance reminds Aspen shareholders that it has set July 25, 2014 as the target date for voting on its two proposals. The letter being mailed to Aspen common shareholders reads as follows: Dear Fellow Aspen Shareholder: Nearly half a year has gone by since Endurance first proposed to acquire all of the common shares of Aspen for a highly attractive premium and a compelling opportunity for future value creation. By now one would have expected Aspen's board and management to have acted upon Endurance's offer, thereby realizing significant value for Aspen shareholders. Instead, Aspen's board and management have consistently taken actions to entrench their position and try to prevent the true owners of Aspen from realizing the significant benefits of Endurance's offer - none of these actions is in the best interests of Aspen's shareholders.
Don't be fooled by Aspen's dubious assurances about its "standalone plan." Under the stewardship of its current board and management, Aspen's performance has lagged that of Endurance across key metrics, including underwriting profitability (i.e., combined ratio), diluted book value per share growth and share price performance. Despite the efforts of Aspen's board and management to distort the truth and confuse shareholders, there is no denying the facts: What has been the response of Aspen's board and management to their chronic underperformance? Actions that we believe are not in the best long-term interests of Aspen's shareholders. o Instead of managing Aspen's catastrophe risk exposures carefully in a declining rate environment (as has been done by Endurance and virtually all of Aspen's other peers), Aspen's board and management increased Aspen's net catastrophe reinsurance premiums in the first quarter of 2014 by 19% - a striking surge in risk premium for Aspen's shareholders in exchange for the dubious benefit of short term growth. o Perhaps to justify the claims of U.S. insurance business profitability in the future, Aspen's current management appears to be propping up its growth with third party insurance programs (an increase of 328% in 2012 and 27% in 2013), which deliver control of Aspen's underwriting and claims authority to unaffiliated third parties. With its program business, Aspen is essentially renting short term premium growth, contracting with third party underwriters who both retain the right to the business (and the associated intellectual capital) and do not necessarily have the best long-term interests of Aspen as their primary objective.
o Aspen's board and management have imposed on Aspen's shareholders additional loss reserving risk over the past three years, with a slow and steady erosion of Aspen management's selected gross loss reserve estimate from a 90% confidence level at December 31, 2011 to an 86% confidence level at December 31, 2013.
TRUE PERFORMANCE IS WHAT MATTERS. ASPEN'S CURRENT BOARD AND MANAGEMENT HAVE CONSISTENTLY FAILED TO DELIVER FOR YOU. ASPEN SHAREHOLDERS DESERVE A FUTURE WHERE PERFORMANCE IS THE TOP PRIORITY.
What Aspen's CURRENT board and management have failed to achieve for 10 years, we are prepared to deliver today.
Aspen's campaign of rhetoric and misinformation regarding Endurance is a smokescreen designed to deflect attention away from Aspen's long track record of poor operating performance and dismal corporate governance under its current board and management, including a classified board, a poison pill and a substantially larger share grant for the CEO following Endurance's announcement of the proposed transaction. Endurance's proposed transaction represents a unique opportunity for Aspen's shareholders to realize a highly attractive premium value for their shares. While Aspen's board and management team are making vague promises of future value, their past performance has shown that they are unlikely to deliver and their entrenched corporate governance position shows that they won't care.
MAKE YOUR VOICES HEARD AND TELL ASPEN'S BOARD AND MANAGEMENT IT'S TIME TO PUT ENTRENCHED INTERESTS ASIDE AND FOCUS ON THE CLEAR BENEFITS OF ENDURANCE'S OFFER.
You should NOT allow your interests and this compelling transaction to be ignored. Endurance's offer of $49.50 per Aspen common share with a combination of 40% cash and 60% Endurance common shares (based on Endurance's unaffected closing share price on April 11, 2014) represents a 19.5% premium to the highest unaffected share price Aspen's board and management have ever achieved. As the true owners of Aspen, you deserve a say in the future direction of your company and the ability to receive the premium value for your shares that Endurance is offering.
We urge you to vote FOR the two specific proposals that Endurance has made: o To authorize the requisitioning of a special general meeting of Aspen shareholders to increase the size of Aspen's board from 12 to 19 directors. If the proposal is approved at the special general meeting, a majority of Aspen's directors will stand for election at Aspen's 2015 annual general meeting, thereby giving Aspen shareholders the ability to hold their board directly accountable for their failure to be responsive to the best interests of the company's true owners.
o To authorize support of a court-ordered meeting of Aspen shareholders to consider and vote on a Scheme of Arrangement.
These proposals empower Aspen shareholders by providing the ability-not the obligation-to support Endurance's highly attractive offer and strategic transaction. Your support FOR these proposals by signing, dating and returning the enclosed WHITE card will represent concrete action towards realizing the significant upfront premium and opportunity for long-term value of Endurance's offer and will send an undeniably clear message to the Aspen board of directors that NOW is the time to put aside the rhetoric and engage in good faith negotiations with Endurance. Your vote is extremely important, no matter how many or how few Aspen shares you own. Please vote the WHITE card TODAY by signing, dating and returning the enclosed WHITE card in the postage-paid envelope provided. We urge you NOT to sign the blue revocation card that you may have received from Aspen. Instead, please sign, date and return the enclosed WHITE card TODAY. Even if you have already signed Aspen's blue revocation card, you may revoke your previous revocation by signing, dating and returning the enclosed WHITE card.
If you have any questions or need assistance voting your Aspen shares, please contact the firm assisting us with this solicitation, Georgeson Inc., at (877) 278-9672 (toll-free) or via email at email@example.com.
Thank you in advance for your support.
John R. Charman Chairman and Chief Executive Officer Endurance Specialty Holdings Ltd.
Endurance has set a target date of July 25, 2014 for Aspen shareholders to vote on Endurance's two proposals and urges Aspen shareholders to vote the WHITE card TODAY.
Please visit us at www.endurance-aspen.com for up to date information and copies of past letters and presentations to Aspen shareholders.
If you would like to receive information from us directly, please email us at firstname.lastname@example.org or call us at (877) 278-9672 (toll-free).
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