Aspen Insurance Holdings Confirms Unsolicited Exchange Offer by Endurance

  Aspen Insurance Holdings Confirms Unsolicited Exchange Offer by Endurance

            Aspen Rejected Endurance Proposal with Identical Terms

Shareholders Advised to Take No Action Pending Formal Board Recommendation on
                                Schedule 14D-9

Business Wire

HAMILTON, Bermuda -- June 9, 2014

Aspen Insurance Holdings Limited (“Aspen”) (NYSE:AHL) confirmed today that
Endurance Specialty Holdings Ltd. (“Endurance”) (NYSE:ENH) has commenced an
unsolicited exchange offer to acquire all outstanding shares of Aspen for a
combination of common stock and cash.

On June 2, Aspen announced that its directors had unanimously rejected an
unsolicited proposal from Endurance with identical terms, noting that the
proposal grossly undervalued Aspen, represented a strategic mismatch and,
based on conversations with major clients and brokers, would result in
significant dis-synergies. Moreover, the Company noted that the majority of
the consideration included in the proposal consisted of Endurance stock, which
is highly unappealing.

As demonstrated by Aspen’s strong first quarter results, the Company is
delivering on a strategic plan to generate strong growth and shareholder
value. Aspen achieved strong results across all parts of its business in the
first quarter, with a resulting annualized operating ROE of 14.8%. The Company
is well positioned to achieve its 10% operating ROE objective in 2014 and to
deliver on its expectation that 2015 operating ROE will increase in the order
of 100 basis points from 2014.^1

In light of Endurance’s formal commencement of an exchange offer, and
consistent with its fiduciary duties, the Board of Directors of Aspen will
carefully review the exchange offer in consultation with its independent
financial and legal advisors and determine the course of action that it
believes is in the best interests of Aspen and its shareholders. The Board
intends to advise shareholders of its recommendation regarding the exchange
offer within ten business days by making available to shareholders and filing
with the U.S. Securities and Exchange Commission a solicitation/recommendation
statement on Schedule 14D-9.

Aspen shareholders are advised to take no action at this time pending the
Board’s recommendation in the Schedule 14D-9.

^1 Guidance as at April 23, 2014. In 2014, ROE guidance assumes a pre-tax
catastrophe load of $185 million, normal loss experience and given the current
interest rate and insurance pricing environment. In 2015, ROE guidance assumes
a pretax catastrophe load of $200 million, normal loss experience, Aspen’s
expectations for rising interest rates, and a less favorable insurance pricing
environment. See Safe Harbor disclosure below.

Goldman, Sachs & Co. is acting as financial advisor and Wachtell, Lipton,
Rosen & Katz and Willkie Farr & Gallagher LLP are acting as legal advisors to
Aspen.

About Aspen Insurance Holdings Limited

Aspen provides reinsurance and insurance coverage to clients in various
domestic and global markets through wholly-owned subsidiaries and offices in
Bermuda, France, Germany, Ireland, Singapore, Switzerland, the United Kingdom
and the United States. For the year ended December 31, 2013, Aspen reported
$10.2 billion in total assets, $4.7 billion in gross reserves, $3.3 billion in
shareholders’ equity and $2.6 billion in gross written premiums. Its operating
subsidiaries have been assigned a rating of “A” (“Strong”) by Standard &
Poor’s, an “A” (“Excellent”) by A.M. Best and an “A2” (“Good”) by Moody’s.

Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995

This press release contains written, and Aspen may make related oral,
"forward-looking statements" within the meaning of the U.S. federal securities
laws. These statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that do not relate solely to historical or current
facts, and can be identified by the use of words such as "expect," "intend,"
"plan," "believe," "do not believe," "aim," "project," "anticipate," "seek,"
"will," "likely," "estimate," "may," "continue," "guidance," “outlook,”
“trends,” “future,” “could,” “target,” and similar expressions of a future or
forward-looking nature.

All forward-looking statements rely on a number of assumptions, estimates and
data concerning future results and events and are subject to a number of
uncertainties and other factors, many of which are outside Aspen’s control
that could cause actual results to differ materially from such statements.

Forward-looking statements do not reflect the potential impact of any future
collaboration, acquisition, merger, disposition, joint venture or investments
that Aspen may enter into or make, and the risks, uncertainties and other
factors relating to such statements might also relate to the counterparty in
any such transaction if entered into or made by Aspen.

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 these
statements. Aspen believes these factors include, but are not limited to: our
ability to successfully implement steps to further optimize the business
portfolio, ensure capital efficiency and enhance investment returns; the
possibility of greater frequency or severity of claims and loss activity,
including as a result of natural or man-made (including economic and political
risks) catastrophic or material loss events, than our underwriting, reserving,
reinsurance purchasing or investment practices have anticipated; the
assumptions and uncertainties underlying reserve levels that may be impacted
by future payments for settlements of claims and expenses or by other factors
causing adverse or favorable development; the reliability of, and changes in
assumptions to, natural and man-made catastrophe pricing, accumulation and
estimated loss models; decreased demand for our insurance or reinsurance
products and cyclical changes in the highly competitive insurance and
reinsurance industry; increased competition from existing insurers and
reinsurers and from alternative capital providers and insurance-linked funds
and collateralized special purpose insurers on the basis of pricing, capacity,
coverage terms, new capital, binding authorities to brokers or other factors
and the related demand and supply dynamics as contracts come up for renewal;
changes in general economic conditions, including inflation, deflation,
foreign currency exchange rates, interest rates and other factors that could
affect our financial results; the risk of a material decline in the value or
liquidity of all or parts of our investment portfolio; evolving issues with
respect to interpretation of coverage after major loss events; our ability to
adequately model and price the effect of climate cycles and climate change;
any intervening legislative or governmental action and changing judicial
interpretation and judgements on insurers’ liability to various risks; the
effectiveness of our risk management loss limitation methods, including our
reinsurance purchasing; changes in the total industry losses, or our share of
total industry losses, resulting from past events and, with respect to such
events, our reliance on loss reports received from cedants and loss adjustors,
our reliance on industry loss estimates and those generated by modeling
techniques, changes in rulings on flood damage or other exclusions as a result
of prevailing lawsuits and case law; the impact of one or more large losses
from events other than natural catastrophes or by an unexpected accumulation
of attritional losses; the impact of acts of terrorism, acts of war and
related legislation; any changes in our reinsurers’ credit quality and the
amount and timing of reinsurance recoverables; changes in the availability,
cost or quality of reinsurance or retrocessional coverage; the continuing and
uncertain impact of the current depressed lower growth economic environment in
many of the countries in which we operate; the level of inflation in repair
costs due to limited availability of labor and materials after catastrophes; a
decline in our operating subsidiaries’ ratings with S&P, A.M. Best or Moody’s;
the failure of our reinsurers, policyholders, brokers or other intermediaries
to honor their payment obligations; our ability to execute our business plan
to enter new markets, introduce new products and develop new distribution
channels, including their integration into our existing operations; our
reliance on the assessment and pricing of individual risks by third parties;
our dependence on a few brokers for a large portion of our revenues; the
persistence of heightened financial risks, including excess sovereign debt,
the banking system and the Eurozone debt crisis; changes in our ability to
exercise capital management initiatives (including our share repurchase
program) or to arrange banking facilities as a result of prevailing market
changes or changes in our financial position; changes in government
regulations or tax laws in jurisdictions where we conduct business; changes in
accounting principles or policies or in the application of such accounting
principles or policies; Aspen or Aspen Bermuda Limited becoming subject to
income taxes in the United States or the United Kingdom; loss of one or more
of our senior underwriters or key personnel; our reliance on information and
technology and third party service providers for our operations and systems;
and increased counterparty risk due to the credit impairment of financial
institutions. For a more detailed description of these uncertainties and other
factors, please see the "Risk Factors" section in Aspen's Annual Report on
Form 10-K as filed with the U.S. Securities and Exchange Commission on
February 20, 2014 and in Aspen’s Quarterly Report on Form 10-Q as filed with
the U.S. Securities and Exchange Commission on May 1, 2014. Aspen undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the dates on which they are made.

The guidance in this press release relating to 10% Operating ROE in 2014 and
with a further 100 basis point increase over 2014 in 2015 was and is made as
at April 23, 2014. Such guidance assumes for 2014 a pre-tax catastrophe load
of $185 million per annum, normal loss experience and given the current
interest rate and insurance pricing environment and for 2015 a pre-tax
catastrophe load of $200 million, normal loss experience, our expectations for
rising interest rates, and a less favorable insurance pricing environment.
Aspen has identified and described in the presentation dated May 2014, in the
investor relations section of its website actions and additional underlying
assumptions in each of its three operating return on equity levers –
optimization of the business portfolio, capital efficiency and enhancing
investment returns – to seek to achieve the targeted operating ROE in 2014 and
2015. These forward looking statements are subject to the assumptions, risks
and uncertainties, as discussed above and in the following slides, which could
cause actual results to differ materially from these statements.

In addition, any estimates relating to loss events involve the exercise of
considerable judgment and reflect a combination of ground-up evaluations,
information available to date from brokers and cedants, market intelligence,
initial tentative loss reports and other sources. The actuarial range of
reserves and management's best estimate represents a distribution from our
internal capital model for reserving risk based on our then current state of
knowledge and explicit and implicit assumptions relating to the incurred
pattern of claims, the expected ultimate settlement amount, inflation and
dependencies between lines of business. Due to the complexity of factors
contributing to the losses and the preliminary nature of the information used
to prepare these estimates, there can be no assurance that Aspen’s ultimate
losses will remain within the stated amounts.

Additional Information

This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities or a solicitation of any vote or approval. This
communication is for informational purposes only and is not a substitute for
any relevant documents that Aspen may file with the U.S. Securities and
Exchange Commission (“SEC”).

Endurance Specialty Holdings Ltd. has commenced an exchange offer for the
outstanding shares of Aspen (together with associated preferred share purchase
rights). Aspen will file a solicitation/recommendation statement on Schedule
14D-9 with the SEC.

INVESTORS AND SECURITY HOLDERS OF ASPEN ARE URGED TO READ THIS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of these documents (when
available) and other documents filed with the SEC by Aspen through the web
site maintained by the SEC at http://www.sec.gov. These documents will also be
available on Aspen’s website at http://www.aspen.co.

Certain Information Regarding Participants

Aspen and certain of its respective directors and executive officers may be
deemed to be participants under the rules of the SEC. Security holders may
obtain information regarding the names, affiliations and interests of Aspen’s
directors and executive officers in Aspen’s Annual Report on Form 10-K for the
year ended December 31, 2013, which was filed with the SEC on February 20,
2014, and its proxy statement for the 2014 Annual Meeting, which was filed
with the SEC on March 12, 2014. These documents can be obtained free of charge
from the sources indicated above.

Contact:

For further information:
Please visit www.aspen.co or contact:
Investors
Aspen
Kerry Calaiaro, Senior Vice President, Investor Relations
+1 (646) 502 1076
Kerry.Calaiaro@aspen.co
or
Aspen
Kathleen de Guzman, Vice President, Investor Relations
+1 (646) 289 4912
kathleen.deguzman@aspen.co
or
Media
Aspen
Steve Colton, Head of Communications
+44 20 7184 8337
Steve.Colton@aspen.co
or
North America – Sard Verbinnen & Co
Paul Scarpetta or Jamie Tully
+1 (212) 687 8080
or
International – Citigate Dewe Rogerson
Patrick Donovan or Caroline Merrell
+44 20 7638 9571
patrick.donovan@citigatedr.co.uk
caroline.merrell@citigatedr.co.uk
 
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