Endurance Specialty Holdings Ltd. (NYSE:ENH) Files An 8-K Entry into a Material Definitive Agreement

As previously announced, on October 5, 2016, Endurance Specialty
Holdings Ltd. (Endurance) entered into an Agreement and Plan of
Merger (the Merger Agreement) with Sompo Holdings, Inc. (Sompo)
and Volcano International Limited, an indirect, wholly owned
subsidiary of Sompo (Merger Sub). The Merger Agreement provides
for, subject to the satisfaction or waiver of specified
conditions, the merger of Merger Sub with and into Endurance (the
Merger), with Endurance surviving the Merger as an indirect,
wholly owned subsidiary of Sompo (the Surviving Company). to the
Merger Agreement, at the effective time of the Merger, each
issued and outstanding ordinary share of Endurance owned by any
direct or indirect wholly owned subsidiary of Endurance would be
converted into one share of the Surviving Company.

On December 1, 2016, Endurance, Sompo and Merger Sub amended the
Merger Agreement (Amendment No. 1) to provide that, at the
effective time of the Merger, each issued and outstanding
ordinary share of Endurance owned by any direct or indirect
wholly owned subsidiary of Endurance will be automatically
canceled and converted into the right to receive the merger
consideration of $93.00 in cash, without interest.

The foregoing description of the Amendment No. 1 does not purport
to be complete and is subject to and qualified in its entirety by
reference to the Amendment No. 1, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

2.1	Amendment Agreement, dated as of December 1, 2016, by and among Endurance Specialty Holdings Ltd., Sompo Holdings, Inc. and Volcano International Limited

Cautionary Note Regarding Forward-Looking Statements

This material may include, and Endurance may make related oral,
forward-looking statements which reflect our current views with
respect to future events and financial performance. Such
statements may include forward-looking statements both with
respect to us in general and the insurance and reinsurance
sectors specifically, both as to underwriting and investment
matters. These statements may also include assumptions about our
proposed acquisition by Sompo (including its benefits, results,
effects and timing). Statements which include the words should,
would, expect, intend, plan, believe, project, anticipate, seek,
will, and similar statements of a future or forward-looking
nature identify forward-looking statements in this material for
purposes of the U.S. federal securities laws or otherwise. We
intend these forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements in the Private
Securities Litigation Reform Act of 1995.

The proposed transaction is subject to risks and uncertainties,
including: (A) that Endurance and Sompo may be unable to complete
the proposed transaction because, among other reasons, conditions
to the closing of the proposed transaction may not be satisfied
or waived; (B) uncertainty as to the timing of completion of the
proposed transaction; (C) the inability to complete the proposed
transaction due to the failure to obtain Endurance shareholder
approval for the proposed transaction or the failure to satisfy
other conditions to completion of the proposed transaction,
including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the transaction;
(D) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement;
(E) risks related to disruption of managements attention from
Endurances ongoing business operations due to the proposed
transaction; (F) the effect of the announcement of the proposed
transaction on Endurances relationships with its clients,
operating results and business generally and (G) the outcome of
any legal proceedings to the extent initiated against Endurance,
Sompo or others following the announcement of the proposed
transaction, as well as Endurances and Sompos management’s
response to any of the aforementioned factors.

The foregoing review of important factors should not be construed
as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere,
including the risk factors included in Endurances most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for
the quarter ended June 30, 2016 and September 30, 2016 and other
documents of Endurance on file with the U.S. Securities and
Exchange Commission. Any forward-looking statements made in this
material are qualified by these cautionary statements, and there
can be no assurance that the actual results or developments
anticipated by Endurance will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, Endurance or its business or
operations. Except as required by law, the parties undertake no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise.