PEMBROKE, Bermuda - January 27, 2017 - Endurance Specialty Holdings Ltd. (NYSE:ENH) ("Endurance") today announced that Endurance common and preferred shareholders voted in favor of the proposed merger (the "Merger") of Endurance with and into Volcano International Limited, an indirect, wholly owned subsidiary of SOMPO Holdings, Inc. ("SOMPO"), at a special general meeting of Endurance common and preferred shareholders held today in Pembroke, Bermuda.
The merger remains subject to other customary closing conditions, including receipt of regulatory approvals. Endurance and SOMPO expect to complete the Merger later in the first quarter of 2017.
About Endurance Specialty Holdings Ltd.
Endurance Specialty Holdings Ltd. is a global specialty provider of property and casualty insurance and reinsurance. Through its operating subsidiaries, Endurance writes agriculture, professional lines, property, marine and energy, and casualty and other specialty lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance. Endurance maintains excellent financial strength as evidenced by the ratings of A (Excellent) from A.M. Best (XV size category), A (Strong) from Standard and Poor's and A2 from Moody's on our principal operating subsidiaries. Endurance's headquarters are located at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11, Bermuda. For more information about Endurance, please visit www.endurance.bm.Cautionary Note
Regarding Forward-Looking Statements
Some of the statements in this press release may include, and Endurance may make related oral, forward-looking statements which reflect our current views with respect to future events and financial performance. Such statements may include forward-looking statements both with respect to us in general and the insurance and reinsurance sectors specifically, both as to underwriting and investment matters. These statements may also include assumptions about the proposed transaction (including its benefits, results, effects and timing). Statements which include the words "should," "would," "expect," "intend," "plan," "believe," "project," "anticipate," "seek," "will," and similar statements of a future or forward-looking nature identify forward-looking statements in this press release for purposes of the U.S. federal securities laws or otherwise. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.
The proposed transaction is subject to risks and uncertainties, including: (A) that Endurance and SOMPO may be unable to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (B) uncertainty as to the timing of completion of the proposed transaction; (C) the inability to complete the proposed transaction due to the failure to satisfy one or more conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (D) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (E) risks related to disruption of management's attention from Endurance's ongoing business operations due to the proposed transaction; (F) the effect of the announcement of the proposed transaction on Endurance's relationships with its distributors, operating results and business generally and (G) the outcome of any legal proceedings to the extent initiated against Endurance, SOMPO or others following the announcement of the proposed transaction, as well as Endurance's and SOMPO's management's response to any of the aforementioned factors.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Endurance's most recent annual report on Form 10-K, the quarterly reports on Form 10-Q for the quarters ended June 30, 2016 and September 30, 2016 and other documents of Endurance on file or furnished to the U.S. Securities and Exchange Commission ("US SEC"). Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Endurance will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Endurance or its business or operations. Except as required by law, the parties undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
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Mark Semer and Thomas Davies
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