Italian investment firm EXOR said it is willing to discuss its $6.8 billion bid for PartnerRe with the Bermuda-based reinsurer’s board of directors, but there is a catch.

EXOR said it will negotiate in good faith, “once the Board of PartnerRe declares that EXOR’s binding offer is reasonably likely to be a ‘Superior Proposal.'” That’s similar to the process in play for the PartnerRe/AXIS Capital Holdings merger agreement that proceeded EXOR’s unsolicited bid and follow-up offer in recent weeks, EXOR said.

EXOR outlined its position in a new letter to the PartnerRe board signed by EXOR Chairman and CEO John Elkann outlining why the firm continues to believe its $137.50 per share offer, higher than its initial bid, deserves serious attention.

EXOR said it gives PartnerRe a premium that’s 10 percent higher than the implied per share value with the AXIS deal, of $125.17 per share, based on the closing price of AXIS shares as of May 5. EXOR also argues its offer contains no regulatory risks, and that it remains committed to getting the needed regulatory approvals and completing the transaction.

“We look forward to hearing from the PartnerRe board, and, if you really believe that the value for your shareholders under the AXIS agreement is superior, then please announce a record date and a date for a shareholder meeting to allow your shareholders to decide what is in their best interest,” Elkann’s letter stated.

On May 20, PartnerRe announced it would be willing to meet with EXOR to see if it would sweeten its $6.8 billion bid for the company.

EXOR has moved aggressively to get PartnerRe’s attention. After boosting its per-share offer, it also bought 9.32 percent of PartnerRe, becoming its biggest shareholder.

Source: EXOR