REG-XL Group plc Merger Update <Origin Href="QuoteRef">CGL.L</Origin>

CastelnauAnnouncement

19/03/2015 16:35

http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20150319:nBw196023a 
 
LONDON--(Business Wire)--


Recommended Acquisition of Catlin Group Limited by XL Group plc

XL Group plc ("XL") and Catlin Group Limited ("Catlin") announced on 9 January
2015 that they have agreed the terms of a recommended cash and share acquisition
of the entire issued and to be issued share capital of Catlin by XL (the
"Acquisition"). 

XL has today filed a current report on Form 8-K with the U.S. Securities and
Exchange Commission (the "SEC") to provide certain financial information with
respect to the Acquisition (the "Form 8-K"). The Form 8-K attaches as exhibits:
(i) Catlin`s audited financial statements as of and for the years ended 31
December 2014 and 2013, which were provided to XL by Catlin; and (ii) XL`s
preliminary unaudited pro forma consolidated financial information relating to
the Acquisition. 

The Form 8-K may be obtained by accessing the following link: 

http://www.sec.gov/Archives/edgar/data/875159/000087515915000018/0000875159-15-000018-index.htm

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 ("PSLRA") provides a "safe
harbor" for forward-looking statements. This press release contains
forward-looking statements that reflect XL`s current views with respect to
future events and financial performance. Such statements include forward-looking
statements both with respect to XL in general, and to the insurance and
reinsurance sectors in particular (both as to underwriting and investment
matters). Statements that include the words "expect," "intend," "plan,"
"believe," "project," "anticipate," "may," "could" or "would" and similar
statements of a future or forward-looking nature identify forward-looking
statements for purposes of the PSLRA or otherwise.

All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in such
statements. XL believes that these factors include, but are not limited to, the
following: (a) changes in the size of XL`s claims relating to natural or
man-made catastrophe losses due to the preliminary nature of some reports and
estimates of loss and damage to date; (b) trends in rates for property and
casualty insurance and reinsurance; (c) the timely and full recoverability of
reinsurance placed by XL or Catlin, if the Acquisition is completed, with third
parties, or other amounts due to XL or Catlin; (d) changes in the projected
amount of ceded reinsurance recoverables and the credit ratings and
creditworthiness of reinsurers; (e) actual loss experience from insured or
reinsured events and the timing of claims payments being faster or the receipt
of reinsurance recoverables being slower than XL anticipated; and (f) the other
factors set forth in Item 1A, "Risk Factors," of XL Group plc`s Annual Report on
Form 10-K for the year ended December 31, 2014 and XL`s other documents on file
with the Securities and Exchange Commission.

Additionally, the Acquisition is subject to risks and uncertainties, including:
(a) XL and Catlin may be unable to complete the Acquisition because, among other
reasons, conditions to the completion of the Acquisition may not be satisfied or
waived, including the failure to obtain required regulatory approvals, or the
other party may be entitled to terminate the Acquisition; (b) receipt of
regulatory approvals required by the Acquisition may be subject to conditions,
limitations and restrictions that could negatively impact the business and
operations of the combined company; (c) uncertainty as to the timing of
completion of the Acquisition; (d) the ability to obtain approval of the
Acquisition by Catlin shareholders; (e) uncertainty as to the actual premium (if
any) that will be realized by Catlin shareholders in connection with the
Acquisition; (f) inability to retain key personnel of XL or Catlin during the
pendency of the Acquisition or after completion of the Acquisition; (g) failure
to realize the potential synergies from the Acquisition, including as a result
of the failure, difficulty or delay in integrating Catlin`s businesses into XL;
and (h) the ability of Catlin`s board of directors to withdraw its
recommendation of the Acquisition.

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 or elsewhere. XL undertakes no obligation to update publicly or
revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by the federal securities
laws.

CONTACT: XL Group plc 

David Radulski
Investor Relations
(203) 964-3470
David.Radulski@xlgroup.com

Carol Parker Trott
Media Relations
(441) 294-7290
Carol.Trott@xlgroup.com 
 
XL Group plc 

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