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Filed by PXRE Group Ltd. |
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pursuant to Rule 425 |
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under the Securities Act of 1933 |
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Subject Company: Argonaut Group, Inc. |
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Commission File No. 333-142568 |
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Contact: |
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PXRE Group Ltd.
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Investors: |
Robert P. Myron
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Sard Verbinnen & Co |
Chief Financial Officer
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Jamie Tully/Lesley Bogdanow |
441-296-5858
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212-687-8080 |
bob.myron@pxre.com
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jtully@sardverb.com |
PXRE Group Ltd.
PXRE House
110 Pitts Bay Road, Pembroke HM 08
Bermuda
441 296 5858
441 296 6162 FAX
PXRE SHAREHOLDERS APPROVE PROPOSALS IN CONNECTION WITH
MERGER AGREEMENT WITH ARGONAUT AT SPECIAL MEETING OF
SHAREHOLDERS
HAMILTON, Bermuda July 25, 2007 PXRE Group Ltd. (NYSE: PXT) (PXRE) announced that at a
special meeting held today, shareholders voted to approve the issuance of common shares of PXRE and
the other items that shareholders had been asked to vote on as contemplated by the previously
announced Agreement and Plan of Merger by and among PXRE, PXMS Inc. and Argonaut Group, Inc. dated
as of March 14, 2007, as amended and restated as of June 8, 2007. Subject to the satisfaction or
waiver of the remaining conditions set forth in the merger agreement, PXRE and Argonaut Group, Inc.
expect to complete the proposed merger in early August 2007.
The combined entity will do business as Argo Group International Holdings, Ltd. (Argo Group).
Argo Group will become the Bermuda holding company for PXREs existing insurance and other
subsidiaries, including its newly formed Bermuda reinsurer Peleus Reinsurance Ltd., and Argonaut
Groups existing operations. Argo Group will trade on the NASDAQ Global Select Market under
Argonaut Group, Inc.s existing ticker symbol AGII.
About PXRE Group Ltd.
PXRE with operations in Bermuda, Europe and the United States provides reinsurance products and
services to a worldwide marketplace. PXREs primary focus is providing property catastrophe
reinsurance and retrocessional coverage. PXRE also provides marine, aviation and aerospace
products and services. PXREs common shares trade on the New York Stock Exchange under the symbol
PXT.
To request other printed investor material from PXRE or additional copies of this news release,
please contact Jamie Tully or Lesley Bogdanow at Sard Verbinnen & Co, (212) 687-8080 or visit
www.PXRE.com.
Where to Find Additional Information about the Proposed Merger Transaction
In connection with the proposed merger transaction between PXRE and Argonaut Group, Inc., PXRE has
filed with the SEC a registration statement on Form S-4 which contains a joint proxy
statement/prospectus. PXRE and Argonaut Group, Inc. mailed the joint proxy statement/prospectus on
or about June 20, 2007 to their respective shareholders of record on June 4, 2007. Investors and
shareholders of PXRE and Argonaut Group, Inc., are urged to read the definitive joint proxy
statement/prospectus (including any amendments or supplements thereto) and any other relevant
materials regarding the proposed merger transactions because they contain important information
about PXRE, Argonaut Group, Inc., and the contemplated merger transaction. The definitive joint
proxy statement/prospectus and other relevant materials, and any other documents filed by PXRE with
the SEC, may be obtained free of charge at the SECs web site at http://www.sec.gov. In addition,
investors and shareholders may obtain free copies of the documents filed with the SEC by PXRE by
directing a written request to PXRE Group Ltd., Attention: Robert P. Myron, Chief Financial
Officer, PXRE House, 110 Pitts Bay Road, Pembroke, HM 08 Bermuda or by calling 441-296-5858.
Investors and shareholders are urged to read the definitive joint proxy statement/prospectus and
any other relevant materials before making any investment decisions with respect to the proposed
merger transaction. This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
PXRE and its directors and executive officers and Argonaut Group, Inc., and its directors and
executive officers may be deemed to have participated in the solicitation of proxies from the
shareholders of PXRE and Argonaut Group, Inc. in connection with the proposed merger transaction.
Information regarding the special interests of these directors and executive officers in the
proposed merger transaction is included in the joint proxy statement/prospectus referred to above.
Forward Looking Statements
This press release contains certain statements that are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may materially differ from actual future
experience involving any one or more of such statements. Such risks and uncertainties include:
PXREs inability to satisfy the conditions to closing the merger and other risk factors as set
forth from time to time in PXREs filings with the SEC. The inclusion of a forward-looking
statement herein should not be regarded as a representation by PXRE that PXREs objectives will be achieved. PXRE undertakes no obligation to publicly update forward-looking statements, whether as a
result of new information, future events or otherwise.
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