Munich Re America Corporation Waives Minimum Tender Condition of Tender Offer and Consent Solicitation and Extends Consent Date for Its 7.45% Senior Notes Due 2026 Until August 15, 2008

2008-08-04 07:00:00

Munich Re America Corporation Waives Minimum Tender Condition of Tender Offer and Consent Solicitation and Extends Consent Date for Its 7.45% Senior Notes Due 2026 Until August 15, 2008

    PRINCETON, N.J., Aug. 4 /EMWNews/ -- Munich Re America Corporation,

a Delaware corporation (the "Company"), which was formerly known as

American Re Corporation, today announced that it has not received the

Requisite Consents to the proposed amendment to the indenture governing its

7.45% Senior Notes due 2026 (CUSIP No. 029163AD4) (the "Notes") and has

decided to waive the Minimum Tender Condition with respect to its

previously announced cash tender offer (the "Tender Offer") for its

outstanding Notes and the related solicitation of Consents (the "Consent

Solicitation" and together with the Tender Offer, the "Offer"). Under the

original terms of the Offer, the Offer was conditioned on the valid tender

of Notes and related Consents representing at least a majority in aggregate

principal amount of the Notes. Under the amended Offer, upon the terms and

subject to the conditions of the Offer, the Company will accept for payment

any and all Notes that Holders validly tender at or prior to the expiration

of the Offer and do not validly withdraw pursuant to the Offer. The

scheduled Expiration Date is midnight New York City time on August 15, 2008

(the "Expiration Date").



    In connection with the waiver of the Minimum Tender Condition, the

Company has extended the consent date of the Offer to midnight, New York

City time, on August 15, 2008 (the "Amended Consent Date"). Accordingly,

withdrawal rights have been extended until the Amended Consent Date.

Holders who tender their Notes at or prior to the Expiration Date will be

eligible to receive the Total Consideration. Holders who have previously

tendered their Notes need not take any further action to receive the Total

Consideration.



    Except as described in this press release, the other terms and

conditions of the Offer remain unchanged.



    This announcement is not an offer to purchase, nor a solicitation of an

offer to purchase, or a solicitation of tenders or Consents with respect

to, any Notes and no recommendation is made as to whether or not holders of

Notes should tender their Notes pursuant to the Offer. The Offer is being

made solely pursuant to the Offer to Purchase and Consent Solicitation

Statement, dated July 21, 2008, which more fully sets forth and governs the

terms and conditions of the Offer, as well as sets forth additional

information about the terms of the Offer, how to tender Notes and deliver

Consents and conditions to the Offer. The Statement contains important

information that should be read carefully before any decision is made with

respect to the Offer. In deciding whether to participate in the Offer, each

holder should carefully consider the factors set forth under "Certain

Significant Considerations" in the Statement.



    This Announcement includes forward-looking statements. These

forward-looking statements include all matters that are not historical

facts. Actual events or results may differ materially from those made in,

or suggested by, the forward-looking statements contained in this

Announcement. The Company assumes no liability to update these

forward-looking statements or to conform them to future events or

developments.



    Deutsche Bank Securities Inc. is acting as sole Dealer Manager and

Consent Solicitation Agent for this Tender Offer and Consent Solicitation.

Further details on the Offer and a copy of the Statement can be obtained

from:




Dealer Manager and Consent Solicitation Agent: Deutsche Bank Securities Inc. Attn: Liability Management Group US Toll free: 1 866 627 0391 US Tel: 1 212 250 2955 UK Tel: +44 (0) 20 7545 8011 email: liability.management@db.com Depositary Agent and Information Agent: Global Bondholder Services Corporation Attn: Corporate Actions US Toll Free: (866) 470 3700 Banks and Brokers Call: (212) 430 3774

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