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Simpson Thacher is representing Stone Point Capital, Hellman & Friedman, Vestar Capital Partners, Crestview Partners, New Mountain and Caisse de Dépôt et Placement du Québec, the majority shareholders of PARIS RE Holdings Limited, a French listed re-insurer headquartered in Switzerland, in connection with the acquisition of Paris Re by PartnerRe, Ltd ., a Bermuda based re-insurer listed on the NYSE. PartnerRe has agreed to acquire all outstanding securities of Paris Re in a multi-step transaction that values Paris Re at approximately US$2 billion.

In the first step of the transaction, PartnerRe, which recently acquired approximately 6% of Paris Re's outstanding common shares, will acquire the shares held by the majority shareholders, which constitute approximately 57% of Paris Re's outstanding common shares. This step of the transaction is expected to close in the fourth quarter of 2009, subject to approvals by each company's stockholders and certain insurance and competition regulatory authorities, and other customary conditions. Promptly upon completion of the block purchase, PartnerRe has agreed to commence a voluntary public exchange offer in France for all outstanding shares of Paris Re not then owned by PartnerRe. The voluntary exchange offer is expected to close in the first quarter of 2010. Shareholders holding approximately 6% of Paris Re's outstanding shares have agreed to tender into the offer. Once PartnerRe attains 90% ownership of Paris Re, it will acquire any remaining shares through a compulsory merger under Swiss law. The consideration per Paris Re share in each step of the transaction will be 0.30 PartnerRe common share, subject to upward or downward adjustment if the companies' relative tangible book values significantly diverge prior to the close of the block purchase. Paris Re intends to pay immediately prior to the close of the block purchase to all of its shareholders an extraordinary cash distribution constituting a capital reduction in the amount of US$3.85 per common share.

The Simpson Thacher team includes: Peter Gordon, Joel Karansky, Michele Murphy and Seth Niedermayer (M&A); Bill Brentani (Capital Markets); Gary Mandel and Kurt Dudas (Tax); and Jeanne Annarumma (Executive Compensation and Employee Benefits).