SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ACE Limited
(Name of Registrant as Specified In Its Charter)
ACE Limited
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(3).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rule 14a-5(i)(4) and 0-11.
1) Title of each class of securities to which transactions applies:
Ordinary Shares
2) Aggregate number of securities to which transactions applies:
18,181,818*
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
$33.00 per Ordinary Share*
* Pursuant to the terms of the transaction described in the Joint
Proxy Statement/Prospectus, ACE Limited will issue Ordinary Shares
having an aggregate market value (determined as described in the
Joint Proxy Statement/Prospectus) of $600,000,000, provided that the
average closing price used in determining the number of Ordinary
Shares to be issued will not be less than $33.00. The aggregate
number of securities to which the transaction applies and the per
unit price have been calculated assuming a $33.00 average closing
price which would provide the maximum number of Ordinary Shares
issuable in the transaction.
4) Proposed maximum aggregate value of transaction: $600,000,000
5) Total Fee paid: $120,000
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
FOR IMMEDIATE RELEASE Investor Contact: Helen M. Wilson
Investor Relations
ACE Limited
(441) 299-9283
ACE LIMITED REITERATES ITS COMMITMENT TO ACQUIRE TEMPEST
HAMILTON, BERMUDA -- June 4, 1996 -- ACE Limited (NYSE: ACL)
announced today that it has been advised by Tempest Reinsurance
Company Limited ("Tempest") that Tempest has received an
unsolicited offer from IPC Holdings, Ltd. (NASDAQ/NMS: IPCRF)
("IPC") to acquire Tempest. Under IPC's proposal, which is
subject to a number of contingencies, Tempest shareholders would
receive cash and common shares.
ACE's Chairman, President and Chief Executive Officer,
Brian Duperreault, stated that, "We remain committed to acquiring Tempest
and are convinced that the ACE/Tempest combination is superior for
Tempest shareholders. The IPC proposal is subject to a number of
contingencies and uncertainties including the following:
. The value of the IPC shares to be issued under the IPC
proposal is uncertain. Because the IPC proposal
contemplates a closing at the end of September, nearly
four months away, Tempest shareholders are subject to
the risks of substantial movements in the price of IPC
shares. The ACE/Tempest transaction is due to close,
subject to shareholder approval, on or about June 19,
1996, and thus the value of the ACE ordinary shares to
be received by Tempest shareholders is subject to much
less uncertainty.
. During the four-month period prior to the proposed
closing of the IPC transaction, Tempest and its
shareholders would be exposed to a number of business,
financial and market uncertainties. As a portion of
the consideration to be paid by IPC is subject to
Tempest's results for the period between March 31, 1996
and the closing date, any adverse business, financial
or market developments could decrease the consideration
to be received by Tempest shareholders. This period
encompasses the traditional Atlantic hurricane season.
The ACE/Tempest transaction is subject to much less
uncertainty due to the expected June 19 closing date.
. The IPC proposal contemplates the issuance of a
substantial number of additional IPC shares. There is
significant uncertainty as to the effect of this
issuance on the long-term market price of the IPC
shares. The ACE/Tempest transaction contemplates the
issuance of ACE ordinary shares representing less than
30% of the currently outstanding ACE ordinary shares.
Furthermore, the market has had an opportunity to
evaluate the ACE/Tempest transaction, including the issuance
of additional ACE ordinary shares, the effect of which ACE
believes has been reflected in the current market price
of ACE's ordinary shares.
. Under the IPC proposal, Tempest shareholders would own
shares of an even more concentrated monoline property
catastrophe reinsurer than before. Under the
ACE/Tempest transaction, Tempest shareholders would own
freely tradeable shares in a large, diversified
international property and casualty insurance company.
. IPC's proposal is subject to a due diligence review of
Tempest, negotiation of a definitive agreement and
other conditions precedent. ACE has already completed
its due diligence review and entered into a definitive
agreement and is prepared, subject to shareholder
approval, to consummate its transaction on June 19."
As disclosed in IPC's press release, the IPC proposal is
subject to termination of the agreement between ACE and Tempest.
Under such agreement, Tempest's board of directors may only
terminate the agreement if it determines in its good faith
reasonable judgment that the IPC proposal provides greater
aggregate value to Tempest and/or its shareholders than the ACE
transaction, or any improved transaction proposed by ACE, and then
only upon payment to ACE of a $12 million termination fee.
Mr. Duperreault stated that "we believe that our proposal is superior
and expect that Tempest's board of directors will reach the same
conclusion and restate its support for our transaction."
On March 14, 1996, ACE and Tempest entered into an amalgamation
agreement pursuant to which Tempest would be acquired by ACE and the
shareholders of Tempest would receive ACE Ordinary Shares. ACE and
Tempest have set June 19, 1996 as the date of the shareholder meetings
to vote on matters related to the transaction.
The ACE group of companies specializes in catastrophe insurance for
a diverse group of international clients. ACE Limited's Bermuda subsidiaries
are leading providers of high level excess and directors and officers liability
insurance, and also provide satellite, aviation, excess property and financial
lines coverages. ACE owns a majority interest in Methuen Group Limited and
provides corporate capital to Lloyd's syndicates managed by Methuen's
managing agency. At March 31, 1996, ACE Limited had over $1.5 billion in
shareholders' equity and $3.5 billion in assets.
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