The EXOR Board of Directors’ meeting, chaired by John Elkann, met in Turin today and approved the consolidated results for the first nine months to September 30, 2015.
At September 30, 2015 EXOR’s Net Asset Value (NAV) is €11,130 million, an increase of €966 million (+9.5%) compared to €10,164 million at December 31, 2014. The change in NAV against the MSCI World Index in Euro is presented below.
The EXOR Group closed the first nine months of 2015 with a consolidated profit of €611 million; the same period of 2014 ended with a consolidated profit of €142 million. The positive change of €469 million is mainly due to higher net gains of €626.2 million (of which €522.1 million is from the sale of C&W Group, classified in profit from discontinued operations), partially offset by the reduction in the share of the profit (loss) of investments accounted for using the equity method (€99.2 million) and the increase in net financial expenses (€34.8 million) and non-recurring other expenses (€9 million).
In the third quarter of 2015 the consolidated profit is €391.7 million, an increase compared to the corresponding period of the prior year mainly due to the recognition of the gain on the sale of C&W Group, partially offset by the reduction in the share of the profit (loss) of investments accounted for using the equity method (€190.1 million), as well as the increase in net financial expenses (€11.4 million) and non-recurring other expenses (€5.6 million).
At September 30, 2015 the consolidated equity attributable to owners of the parent amounts to €8,805 million and shows a net increase of €810 million compared to year-end 2014 of €7,995 million.
The consolidated net financial position of the Holdings System at September 30, 2015 is positive for €1,171.2 million and represents a positive change of €608.7 million over the positive balance of €562.5 million at the end of 2014.
Investment in PartnerRe
On August 3, 2015 EXOR announced that it had signed the definitive agreement with the Board of Directors of PartnerRe for the all-cash acquisition of 100% of the outstanding common shares of PartnerRe. This follows the mutual decision of PartnerRe and AXIS Capital Holdings Limited to terminate their amalgamation agreement and cancel the special general meeting of PartnerRe planned for August 7, 2015.
The definitive offer by EXOR on July 20, 2015 provides for a price per share of $137.50 in cash plus a special dividend of $3.00 per share, providing PartnerRe Common Shareholders with a total cash value of $140.50 per share for a total transaction value of approximately $6.9 billion, in addition to $0.70 per share of ordinary dividends per quarter through closing. The Preferred Shareholders will receive enhanced terms such as securities that are non-callable before January 2021 and a higher dividend rate (+100 basis points) or the equivalent economic value through January 2021.
The go-shop period during which PartnerRe did not receive an offer regarding an alternative to EXOR’s acquisition proposal expired on September 14, 2015.
PartnerRe has called a special general meeting of shareholders for November 19, 2015 to vote on the merger of Pillar Ltd (a wholly-owned subsidiary of EXOR) with and into PartnerRe. The terms and conditions of the transaction are described in the Merger Agreement of August 2, 2015, subsequently amended on August 31, 2015.
The transaction is expected to close not later than the first quarter of 2016, subject to obtaining the necessary approval from the PartnerRe shareholders, the receipt of regulatory clearance and certain customary closing conditions.
Sale of Cushman & Wakefield
On September 1, 2015 EXOR S.A. closed the sale of its entire investment in Cushman & Wakefield to DTZ, a company owned by an investor group composed of TPG Capital, PAG Asia Capital and Ontario Teachers’ Pension Plan.
As announced on May 11, 2015, the transaction establishes a total enterprise value for Cushman & Wakefield of $2,042 million and generated net cash proceeds for EXOR S.A. of $1,277.6 million (€1,137 million) and a net gain of approximately $718 million (€639 million).
Closing of the agreement to increase the investment in The Economist Group
On October 16, 2015, as previously announced on August 12, 2015, EXOR S.A. closed the acquisition of 6.3 million (or 27.8%) ordinary shares and 1.26 million (or 100%) B special shares in The Economist Group from Pearson Group plc for total consideration of £287 million (€392.5 million).
Following this transaction EXOR S.A. became the single largest shareholder of The Economist Group and after completion of a separate share buyback announced by The Economist of Pearson’s remaining ordinary shares, EXOR S.A.’s investment in The Economist will increase to 43.4%.
The Interim Report to September 30, 2015 of EXOR, which will be available at the Company’s registered office and posted on the corporate website www.exor.com within the time limits laid down by law, comments on the performance of the principal subsidiaries and associates.
EXOR expects to report a profit for the year 2015.
At the consolidated level, 2015 will show a profit which, however, will largely depend upon the performance of the principal subsidiaries and associates.
The executive responsible for the preparation of EXOR S.p.A.’s financial reports, Enrico Vellano, declares, in accordance with article 154 bis, paragraph 2 of the Consolidated Finance Act, that the accounting information contained in this press release corresponds to the results documented in the books, accounting and other records.
The Interim Report is unaudited.