ISS view ignores merits of Aspen offer, says Endurance

Endurance Specialty has said it is disappointed by the recommendations by a proxy advisory service made yesterday that recommended shareholders in Aspen Insurance reject Endurance’s proposals.

Institutional Shareholder Services (ISS), which provides corporate governance solutions for asset owners, investment managers, and asset service providers, said that the proposals would cause “unnecessary costs” for both shareholders, without providing “equivalent benefit” to Aspen shareholders.

Endurance made an unsolicited £3.2 billion bid, amounting to $49.50 per Aspen common share, earlier this year, which was rejected by the target’s board. Since then, the two companies have engaged in a very public war of words as they battle to win the confidence of Aspen’s shareholders.

But Endurance has responded to this latest twist in the battle for the votes of Aspen’s shareholders by saying it is disappointed by the recommendation and that it ignores both the merits of its offer and issues of poor corporate governance at Aspen.

“While we are disappointed by the ISS recommendations and strongly disagree with the positions taken, Aspen shareholders should note that the ISS report explicitly takes no position whatsoever on the merits of our offer and surprisingly ignores the substantial and fundamental issues of poor corporate governance continuously demonstrated by Aspen’s board and management, relying instead on questionable technical assessments of vote timing and mechanics,” said John Charman, chairman and chief executive of Endurance.

“ISS fails to recognise that Endurance was forced to take the two proposals directly to Aspen shareholders because of the failure of Aspen’s board and management to enter into discussions with Endurance.

“The substance of the matter remains clear: Endurance’s offer provides immediate premium value for Aspen shares as opposed to an uncertain future led by a board of directors and a management team that have both historically underperformed and have shown themselves to be only interested in protecting their personal interests at the continuing expense of Aspen’s shareholders.

“Our position has not changed. Aspen shareholders deserve a voice in the future direction of their company and our two proposals give them just that. As the critical target date approaches, Aspen shareholders have at last been given the opportunity to stand up for their corporate governance rights and express their frustration with the entrenchment of their board and management.

“The refusal of the Aspen board and management to even discuss Endurance’s highly attractive offer serves as clear evidence that Aspen’s board and management only pay lip service to the interests of Aspen’s shareholders and are not interested in creating real value for them.”