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Montpelier Re Holdings Ltd – ‘DEFM14A’ on 5/26/15

On:  Tuesday, 5/26/15, at 5:08pm ET   ·   Effective:  5/26/15   ·   Accession #:  1193125-15-200274   ·   File #:  1-31468

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/26/15  Montpelier Re Holdings Ltd        DEFM14A     5/26/15    1:3.0M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger    HTML   1.90M 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MONTPELIER RE HOLDINGS LTD.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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JOINT PROXY STATEMENT/PROSPECTUS

PROPOSED MERGER AND SHARE ISSUANCE—YOUR VOTE IS IMPORTANT

Dear Shareholders:

We are pleased to report that the board of directors of Endurance Specialty Holdings Ltd. (referred to in this joint proxy statement/prospectus as “Endurance”) and the board of directors of Montpelier Re Holdings Ltd. (referred to in this joint proxy statement/prospectus as “Montpelier”) each have unanimously approved the Agreement and Plan of Merger, dated March 31, 2015, among Endurance, Montpelier and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance (referred to in this joint proxy statement/prospectus as “Merger Sub”), a copy of which is included as Annex A to this joint proxy statement/prospectus (as it may be amended from time to time and which is referred to in this joint proxy statement/prospectus as the “merger agreement”), pursuant to which Montpelier will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of Endurance (referred to in this joint proxy statement/prospectus as the “merger”).

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each holder of common shares of Montpelier, 1/6 cent par value per share (referred to in this joint proxy statement/prospectus as the “Montpelier common shares”), issued and outstanding immediately prior to such time (other than certain Montpelier common shares which will be canceled as set forth in the merger agreement) will be entitled to receive, with respect to each such Montpelier common share, 0.472 (referred to in this joint proxy statement/prospectus as the “exchange ratio”) of an Endurance ordinary share, par value $1.00 per share (referred to in this joint proxy statement/prospectus as the “Endurance ordinary shares”), together with cash in lieu of fractional Endurance ordinary shares, if any, on the terms of the merger agreement (together, referred to in this joint proxy statement/prospectus as the “merger consideration”). In addition, the merger agreement provides that, following the date of approval of the merger agreement and the agreement required by Section 105 of the Companies Act 1981 of Bermuda, as amended (referred to in this joint proxy statement/prospectus as the “Companies Act”), and attached as Exhibit A to the merger agreement (referred to in this joint proxy statement/prospectus as the “statutory merger agreement”) by the holders of the Montpelier common shares (referred to in this joint proxy statement/prospectus as “Montpelier shareholders”) and prior to the effective time of the merger, Montpelier will, in compliance with Bermuda law, declare and pay, without interest, a special dividend of $9.89 per Montpelier common share (referred to in this joint proxy statement/prospectus as the “special dividend”) to the holders of record of issued and outstanding Montpelier common shares as of a record date for the special dividend to be set by the Montpelier board of directors in consultation with Endurance. The declaration and payment of the special dividend is contingent upon the approval of the merger agreement, the statutory merger agreement and the merger by the requisite vote of Montpelier shareholders and the approval of the issuance of Endurance ordinary shares to Montpelier shareholders as merger consideration (referred to in this joint proxy statement/prospectus as the “Endurance share issuance”) by the requisite vote of the holders of Endurance ordinary shares (referred to in this joint proxy statement/prospectus as “Endurance shareholders”).

Montpelier common shares currently trade on the New York Stock Exchange (referred to in this joint proxy statement/prospectus as the “NYSE”) under the symbol “MRH” and the Bermuda Stock Exchange (referred to in this joint proxy statement/prospectus as the “BSX”) under the symbol “MRH.BH” and Montpelier’s 8.875% non-cumulative preferred shares Series A (referred to in this joint proxy statement/prospectus as the “Montpelier preferred shares”) are currently traded on the NYSE under the symbol “MRHpA” and on the BSX under the symbol “MRHPFD.BH”. Endurance ordinary shares currently trade on the NYSE under the symbol “ENH”. The Endurance ordinary shares being registered pursuant to the registration statement on Form S-4 (of which this joint proxy statement/prospectus forms a part) will be listed on the NYSE. On May 21, 2015, the most recent practicable trading day prior to the printing of this joint proxy statement/prospectus, the closing price of Endurance ordinary shares was $62.43 per share and the closing price of Montpelier common shares was $38.90 per share. The value of the merger consideration will fluctuate with changes in the market price of

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Endurance ordinary shares. We urge you to obtain current market quotations for Endurance ordinary shares and for Montpelier common shares. Upon completion of the merger, former Montpelier shareholders are expected to own approximately 32% of the Endurance ordinary shares outstanding immediately after the merger, based on the number of Endurance ordinary shares outstanding as of March 31, 2015, the date of the execution of the merger agreement. The merger is generally intended, for U.S. federal income tax purposes, to be tax free to Montpelier shareholders, other than with respect to any cash received in lieu of fractional Endurance ordinary shares, and the Montpelier shareholders generally will be subject to tax upon the receipt of cash pursuant to the special dividend.

This document is also a joint proxy statement of Endurance and Montpelier for use in soliciting proxies for the respective special general meetings of shareholders of each company. At the special general meeting of Endurance shareholders (referred to in this joint proxy statement/prospectus as the “Endurance special general meeting”), Endurance shareholders will vote on the proposal to approve the Endurance share issuance. Under the rules of the NYSE, Endurance is required to obtain shareholder approval for the Endurance share issuance. At the special general meeting of Montpelier shareholders (referred to in this joint proxy statement/prospectus as the “Montpelier special general meeting”), Montpelier shareholders will vote on, among other things, the proposal to approve the merger agreement, the statutory merger agreement and the merger. Under the Companies Act and the merger agreement, the approval of Montpelier shareholders of the merger agreement, the statutory merger agreement and the merger must be obtained before the merger can be consummated.

The Endurance special general meeting will be convened on June 30, 2015, at 10:30 a.m., local time, at the principal executive offices of Endurance located at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda. At the Endurance special general meeting, Endurance shareholders will be asked to vote on, among other things, the Endurance share issuance. The Endurance board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Endurance share issuance and determined that it is advisable and in the best interests of Endurance to enter into the merger agreement and to consummate the transactions contemplated thereby substantially on the terms set forth therein. The Endurance board of directors unanimously recommends that Endurance shareholders vote “FOR” the approval of the Endurance share issuance; and “FOR” the adjournment of the Endurance special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Endurance share issuance.

The Montpelier special general meeting will be convened on June 30, 2015, at 10:30 a.m., local time, at the principal executive offices of Montpelier located at Montpelier House, 94 Pitts Bay Road, Pembroke HM 08, Bermuda. At the Montpelier special general meeting, Montpelier shareholders will be asked to vote on, among other things, the approval of the merger agreement, the statutory merger agreement and the merger. The Montpelier board of directors has unanimously approved the merger agreement and the statutory merger agreement and determined that the merger agreement, the statutory merger agreement and the transactions contemplated by them, including the merger, are advisable and in the best interests of Montpelier and its shareholders. The Montpelier board of directors unanimously recommends that Montpelier shareholders vote “FOR” the approval of the merger agreement, the statutory merger agreement and the merger; “FOR” the approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to Montpelier’s named executive officers that is based on or otherwise related to the merger; and “FOR” the adjournment of the Montpelier special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement, the statutory merger agreement and the merger.

This joint proxy statement/prospectus is an important document containing answers to frequently asked questions and a summary description of the merger, followed by more detailed information about Endurance, Montpelier, the merger, the merger agreement, the statutory merger agreement and the other matters to be voted upon by Endurance shareholders and Montpelier shareholders as part of the special general meetings. We urge you to read this document and the documents incorporated by reference into this document carefully and in their entirety. In particular, you should consider the matters discussed under the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 25.

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We look forward to the successful merger of Endurance and Montpelier.

Sincerely,

John R. Charman		Christopher L. Harris
Chairman and Chief Executive Officer		President and Chief Executive Officer
Endurance Specialty Holdings Ltd.		Montpelier Re Holdings Ltd.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This document is dated May 26, 2015 and is first being mailed to Endurance shareholders and Montpelier shareholders on or about May 28, 2015.

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ENDURANCE SPECIALTY HOLDINGS LTD.

Waterloo House, 100 Pitts Bay Road

Pembroke HM 08, Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On June 30, 2015

To Endurance Shareholders:

NOTICE IS HEREBY GIVEN that the Endurance special general meeting will be held on June 30, 2015, at 10:30 a.m., local time, at the Endurance offices located at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda and at any adjournment or postponement thereof.

The Endurance special general meeting will be held for Endurance shareholders to consider and vote on the following proposals:

Consummation of the merger is conditional on, among other things, the approval of proposal 1 above, but is not conditional on the approval of proposal 2 above.

This joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the attached document, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Endurance special general meeting. You are encouraged to read the entire document carefully before voting. In particular, you should consider the matters discussed under the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 25.

The Endurance board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Endurance share issuance, and determined that it is advisable and in the best interests of Endurance to enter into the merger agreement and to consummate the transactions contemplated thereby substantially on the terms set forth therein. The Endurance board of directors unanimously recommends that Endurance shareholders vote “FOR” the approval of the Endurance share issuance; and “FOR” the adjournment of the Endurance special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Endurance share issuance.

The Endurance board of directors has fixed the close of business on May 26, 2015, as the record date for determination of Endurance shareholders entitled to receive notice of, and to vote at, the Endurance special general meeting or any adjournments or postponements thereof. Only holders of record of Endurance ordinary shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Endurance special general meeting.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF ENDURANCE ORDINARY SHARES THAT YOU OWN. The merger between Endurance and Montpelier cannot be completed without the approval of the Endurance share issuance by the affirmative vote, in person or by proxy, of a majority of the votes cast at the Endurance special general meeting in favor of the Endurance share issuance by Endurance shareholders entitled to vote on the proposal on the record date. Without approval of the Endurance share issuance, the merger will not be completed.

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Whether or not you expect to attend the Endurance special general meeting in person, we urge you to submit a proxy to have your Endurance ordinary shares voted as promptly as possible by either: (1) visiting the web site address shown on your proxy card; (2) dialing 1-800-652-8683 and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your Endurance ordinary shares may be represented and voted at the Endurance special general meeting. If your Endurance ordinary shares are held in an account at a brokerage firm, bank, broker-dealer, or other nominee, please follow the instructions on the voting instruction card furnished by the such brokerage firm, bank, broker dealer or other nominee, as appropriate.

Pursuant to the amended and restated bye-laws of Endurance (referred to in this joint proxy statement/prospectus as the “Endurance bye-laws”), for the votes represented by your proxy to be counted at the Endurance special general meeting, your proxy must be received at least one hour before the Endurance special general meeting. Up to one hour prior to the Endurance special general meeting, your proxy may be revoked by written notice to John V. Del Col, Secretary of Endurance, by a duly executed proxy bearing a later date or by voting in person at the Endurance special general meeting. In the event you decide to attend the Endurance special general meeting in person, you may, if you desire, revoke your proxy by voting your Endurance ordinary shares in person at the special general meeting. You may obtain directions to be able to attend the Endurance special general meeting and vote in person by contacting Investor Relations, Endurance Specialty Holdings Ltd., Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda.

If you have any questions concerning the Endurance share issuance or the other transactions contemplated by the merger agreement or this joint proxy statement/prospectus, would like additional copies or need help voting your Endurance ordinary shares, please contact Endurance’s proxy solicitor:

Georgeson Inc.

480 Washington Blvd., 26th Floor

Jersey City, NJ 07310

(800) 248-7690

By order of the Board of Directors

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MONTPELIER RE HOLDINGS LTD.

Montpelier House, 94 Pitts Bay Road

Pembroke HM 08, Bermuda

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On June 30, 2015

To Montpelier Shareholders:

Notice is hereby given that the Montpelier special general meeting will be held on June 30, 2015, beginning at 10:30 a.m., local time, at Montpelier House, 94 Pitts Bay Road, Pembroke HM 08, Bermuda, unless postponed to a later date.

The Montpelier special general meeting will be held for Montpelier shareholders to consider and vote on the following proposals:

Consummation of the merger is conditional on, among other things, the approval of proposal 1 above, but is not conditional on the approval of proposals 2 and 3 above.

Pursuant to the terms of the merger agreement, upon the consummation of the merger, each outstanding Montpelier common share will be converted into the right to receive the merger consideration.

In addition, the merger agreement provides that, following the date of approval of the merger agreement by Montpelier shareholders and prior to the effective time of the merger, Montpelier will, in compliance with Bermuda law, declare and pay, without interest, the special dividend to the holders of record of issued and outstanding Montpelier common shares as of a record date to be set by the Montpelier board of directors in consultation with Endurance.

Under Bermuda law, in the event of a merger of a Bermuda company with another company, any shareholder of the Bermuda company is entitled to receive fair value for its shares. The Montpelier board of directors considers the fair value of each Montpelier common share, taking into account the payment of the special dividend immediately prior to the effective time of the merger, to be the merger consideration. Any Montpelier shareholder who is not satisfied that it has been offered fair value for its Montpelier common shares, and whose Montpelier common shares are not voted in favor of the approval of the merger agreement, the statutory merger agreement and the merger, may exercise its appraisal rights under the Companies Act to have the fair value of its Montpelier common shares appraised by the Supreme Court of Bermuda (referred to in this joint proxy statement/prospectus as the “Bermuda Court”). Any Montpelier shareholder intending to exercise appraisal rights MUST file its application for appraisal of the fair value of its Montpelier common shares with the Bermuda Court within ONE MONTH of the giving of the notice convening the Montpelier special general meeting.

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The Montpelier preferred shares will be redeemed in connection with the merger prior to the Montpelier special general meeting for $26.00 per Montpelier preferred share plus all declared and unpaid dividends, if any, without interest, to the date of redemption, in accordance with the certificate of designation of the Montpelier preferred shares (referred to in this joint proxy statement/prospectus as the “Montpelier preferred share redemption”).

This joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the attached document, including the merger agreement and all other annexes and including any documents incorporated by reference, for further information with respect to the business to be transacted at the Montpelier special general meeting. You are encouraged to read the entire document carefully before voting. In particular, see the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 25.

The Montpelier board of directors has unanimously approved the merger agreement and the statutory merger agreement and determined that the merger agreement, the statutory merger agreement and the transactions contemplated by them, including the merger, are fair to and in the best interests of Montpelier and the Montpelier shareholders. The Montpelier board of directors recommends that the Montpelier shareholders vote “FOR” the approval of the merger agreement, the statutory merger agreement and the merger; “FOR” the approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to Montpelier’s named executive officers that is based on or otherwise related to the merger; and “FOR” the adjournment of the Montpelier special general meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement, the statutory merger agreement and the merger.

The Montpelier board of directors has fixed the close of business on May 26, 2015, as the record date for determination of the Montpelier shareholders entitled to receive notice of, and to vote at, the Montpelier special general meeting or any adjournments or postponements thereof. Only holders of record of Montpelier common shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Montpelier special general meeting.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF MONTPELIER COMMON SHARES THAT YOU OWN. The merger between Endurance and Montpelier cannot be completed without the approval of the merger agreement, the statutory merger agreement and the merger by the affirmative vote, in person or by proxy, of holders of a majority of the Montpelier common shares entitled to vote as of the record date for the Montpelier special general meeting.

Whether or not you expect to attend the Montpelier special general meeting in person, we urge you to submit a proxy to have your Montpelier common shares voted as promptly as possible by either: (1) logging onto www.investorvote.com/mrh and following the instructions on your proxy card; (2) dialing 1-800-652-VOTE(8683) and listening for further directions; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your Montpelier common shares may be represented and voted at the Montpelier special general meeting. If your Montpelier common shares are held in a brokerage account or in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the brokerage account administrator or such broker, bank or other nominee, as appropriate.

Pursuant to the amended and restated bye-laws of Montpelier (referred to in this joint proxy statement/prospectus as the “Montpelier bye-laws”), for the votes represented by your proxy to be counted at the Montpelier special general meeting, your proxy must be received before the Montpelier special general meeting. Up to one hour prior to the Montpelier special general meeting, your proxy may be revoked by written notice to Jonathan B. Kim, Secretary of Montpelier, by a duly executed proxy bearing a later date or by voting in person at the Montpelier special general meeting. In the event you decide to attend the Montpelier special general meeting in person, you may, if you desire, revoke your proxy by voting your Montpelier common shares in person at the Montpelier special general meeting. You may obtain directions to be able to attend the Montpelier special general meeting and vote in person by contacting Montpelier at Montpelier House, 94 Pitts Bay Road, Pembroke HM 08, Bermuda.

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If you have any questions concerning the merger agreement, the statutory merger agreement, the merger or the other transactions contemplated by the merger agreement or this joint proxy statement/prospectus, would like additional copies or need help voting your Montpelier common shares, please contact Montpelier’s proxy solicitor:

Georgeson Inc.

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

(866) 391-6921

Pembroke, Bermuda

May 26, 2015

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Endurance and Montpelier from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company’s proxy solicitor at the following addresses and telephone numbers:

If you would like to request any documents, please do so by June 23, 2015, in order to receive them before the special general meetings.

See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 202 for a more detailed description of the information incorporated by reference into this joint proxy statement/prospectus and how you may obtain it.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration No. 333-204019) filed with the U.S. Securities and Exchange Commission (referred to in this joint proxy statement/prospectus as the “SEC”) by Endurance, constitutes a prospectus of Endurance under the Securities Act of 1933, as amended (referred to in this joint proxy statement/prospectus as the “Securities Act”), with respect to the Endurance ordinary shares to be issued to Montpelier shareholders pursuant to the merger. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Montpelier and Endurance under the Securities Exchange Act of 1934, as amended (referred to in this joint proxy statement/prospectus as the “Exchange Act”). It also constitutes a notice of meeting with respect to each of the Endurance special general meeting and the Montpelier special general meeting.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 26, 2015, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Endurance has been provided by Endurance and information contained in this joint proxy statement/prospectus regarding Montpelier has been provided by Montpelier.

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QUESTIONS AND ANSWERS

The following are some questions that you, as an Endurance shareholder or a Montpelier shareholder, may have regarding the merger, the Endurance share issuance and other matters being considered at the Endurance special general meeting and the Montpelier special general meeting, as applicable, and the answers to those questions. Endurance and Montpelier urge you to carefully read the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger, the Endurance share issuance and the other matters being considered at the Endurance special general meeting and the Montpelier special general meeting, as applicable. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.

In order to complete the merger, among other conditions, Endurance shareholders must approve the Endurance share issuance, and Montpelier shareholders must approve the merger agreement, the statutory merger agreement and the merger as contemplated by the merger agreement. Endurance and Montpelier are sending you this joint proxy statement/prospectus to ask you to vote in favor of these matters. The Endurance special general meeting will be held on June 30, 2015, at 10:30 a.m., local time and the Montpelier special general meeting will be held on June 30, 2015, at 10:30 a.m., local time, to obtain these approvals and the approval of certain other proposals that are not conditions to the completion of the merger.

In addition, the merger agreement provides that, following the date of approval of the merger agreement and the statutory merger agreement by Montpelier shareholders and prior to the effective time of the merger, Montpelier will, in compliance with Bermuda law, declare and pay, without interest, the special dividend to Montpelier shareholders of record as of a record date for the special dividend to be set by the Montpelier board of directors in consultation with Endurance. The declaration and payment of the special dividend is contingent upon the approval of the merger agreement, the statutory merger agreement and the merger by the requisite vote of Montpelier shareholders and the approval of the Endurance share issuance by the requisite vote of Endurance shareholders.

This joint proxy statement/prospectus, which you should read carefully, contains important information about the merger, the Endurance share issuance and other matters being considered at the special general meetings of shareholders of Endurance and Montpelier.

The Montpelier special general meeting will take place at Montpelier House, 94 Pitts Bay Road, Pembroke HM 08, Bermuda, on June 30, 2015, at 10:30 a.m., local time, unless postponed to a later date.

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At the Montpelier special general meeting, the Montpelier shareholders will be asked to consider and vote on the following proposals:

The Endurance board of directors unanimously recommends that Endurance shareholders vote “FOR” the Endurance share issuance and any other proposals to be presented by the Endurance board of directors at the Endurance special general meeting.

See the section of this joint proxy statement/prospectus entitled “The Merger—Recommendation of the Endurance Board of Directors and Reasons for the Merger” beginning on page 75 for a more complete description of the recommendations of the Endurance board of directors.

The Montpelier board of directors unanimously recommends that Montpelier shareholders vote “FOR” approval of the merger agreement, the statutory merger agreement and the merger and any other proposals to be presented by the Montpelier board of directors at the Montpelier special general meeting.

See the section of this joint proxy statement/prospectus entitled “The Merger—Recommendation of the Montpelier Board of Directors and Reasons for the Merger” beginning on page 78 for a more complete description of the recommendations of the Montpelier board of directors. In considering the recommendations of the Montpelier board of directors, you should be aware that Montpelier’s executive officers and directors may have interests in the merger that are different from, or in addition to, those of Montpelier shareholders generally. See the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Certain Montpelier Persons in the Merger” beginning on page 101.

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Based upon the estimated number of Endurance ordinary shares and Montpelier common shares that will be outstanding immediately prior to completion of the merger, we estimate that, upon completion of the merger, Endurance shareholders will hold approximately 68% and Montpelier shareholders will hold approximately 32% of the outstanding Endurance ordinary shares.

See the section of this joint proxy statement/prospectus entitled “The Merger—Effects of the Merger” beginning on page 68 for a complete description of the merger consideration.

Based on the closing price of $64.30 per Endurance ordinary share on the NYSE, on March 30, 2015, the last trading day before the public announcement of the merger, the portion of the merger consideration consisting of Endurance ordinary shares was valued at approximately $30.35, resulting in an aggregate value of the total consideration of $40.24 per Montpelier common share. Based on the closing price of $62.43 per Endurance ordinary share on the NYSE on May 21, 2015, the most recent practicable trading day prior to the printing of this joint proxy statement/prospectus, the portion of the merger consideration consisting of Endurance ordinary shares was valued at approximately $29.47, resulting in an aggregate value of the total consideration of $39.36 per Montpelier common share.

Montpelier Variable RSUs. Immediately prior to the completion of the merger, the number of Montpelier common shares subject to each Montpelier restricted share unit that is outstanding immediately prior to the completion of the merger that is not a Montpelier Fixed RSU (referred to in this joint proxy statement/prospectus as a “Montpelier Variable RSU”) will be equal to the greater of (i) the number of Montpelier common shares determined by using Montpelier’s actual performance as of the last completed quarter prior to the completion of the merger, as determined by the Compensation and Nominating Committee of the

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Montpelier board of directors prior to the completion of the merger after reasonable consultation with Endurance, and (ii) the target number of Montpelier common shares subject to each such Montpelier Variable RSU. Upon completion of the merger, each Montpelier Variable RSU that is outstanding immediately prior to the completion of the merger (including any Montpelier Variable RSUs held by an executive officer) will be converted into a service-based restricted stock unit, on the same terms and conditions as were applicable to such Montpelier Variable RSU immediately prior to the completion of the merger, with respect to the number of Endurance ordinary shares (rounded down to the nearest whole ordinary share) equal to the product of (x) the exchange ratio and (y) the number of Montpelier common shares subject to such Montpelier Variable RSU immediately prior to the completion of the merger.

Dividend Equivalent Payment. Each holder of a Montpelier Fixed RSU or a Montpelier Variable RSU will be entitled to an amount in cash, without interest, equal to any accrued dividend equivalent payments, plus the special dividend, and any other extraordinary cash dividends that remain unpaid as of immediately prior to the completion of the merger. This payment will be made to each holder promptly following the completion of the merger, but no later than 30 days following the completion of the merger.

The proper U.S. federal income tax treatment of the special dividend is not entirely clear under current law and we are not receiving an opinion of counsel regarding such treatment. We intend to take the position that the special dividend should be treated for U.S. federal income tax purposes as a dividend distribution by Montpelier to the extent of Montpelier’s current and accumulated earnings and profits. However, it is possible that the U.S. Internal Revenue Service (referred to in this joint proxy statement/prospectus as the “IRS”) will seek to treat the special dividend as part of the merger consideration paid by Endurance to Montpelier shareholders.

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For a more complete discussion of the U.S. federal income tax consequences of the merger and the special dividend, see the section of this proxy statement/prospectus entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger and the Special Dividend” beginning on page 107.

All holders of record of Montpelier common shares at the close of business on May 26, 2015, the record date for the Montpelier special general meeting, are entitled to receive notice of and to vote at the Montpelier special general meeting. As a result of the redemption of the Montpelier preferred shares in connection with the merger prior to the Montpelier special general meeting for $26.00 per Montpelier preferred share plus all declared and unpaid dividends, if any, without interest, to the date of the redemption, in accordance with the certificate of designation of the Montpelier preferred shares (referred to in this joint proxy statement/prospectus as the “Montpelier preferred share redemption”), the holders of the Montpelier preferred shares will not be entitled to vote at the Montpelier special general meeting.

Subject to the voting cutback provisions contained in bye-law 63 of the amended and restated bye-laws of Endurance (referred to in this joint proxy statement/prospectus as the “Endurance bye-laws”), as further discussed under the section of this joint proxy statement/prospectus entitled “Comparison of Rights of Shareholders of Endurance and Montpelier—Voting Rights” beginning on page 172, approval of the Endurance share issuance requires the affirmative vote, in person or by proxy, of a majority of the votes cast by holders of Endurance ordinary shares entitled to vote on the Endurance share issuance. Any abstention from voting by an Endurance shareholder will have the same effect as a vote against this proposal.

Subject to the voting cutback provisions contained in bye-law 51 of the amended and restated bye-laws of Montpelier (referred to in this joint proxy statement/prospectus as the “Montpelier bye-laws”) and the Montpelier preferred share redemption occurring prior to the Montpelier special general meeting, approval of the merger agreement, the statutory merger agreement and the merger requires the affirmative vote, in person or by proxy, of holders of a majority of the outstanding Montpelier common shares entitled to vote at the Montpelier special general meeting. Any abstention from voting by a holder of Montpelier common shares, the failure of any holders of Montpelier common shares to submit a vote and any broker non-vote will have the same effect as voting against this proposal.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization (referred to in this joint proxy statement/prospectus as a

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“beneficial owner”), then you are the beneficial owner of shares held in “street name”. The organization holding your account is considered the shareholder of record for purposes of voting at the special general meetings. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials, you will receive a voting instruction form from the organization holding your shares.

See the sections of this joint proxy statement/prospectus entitled “Endurance Special General Meeting” beginning on page 52 and “Montpelier Special General Meeting” beginning on page 58 for additional information on voting procedures.

The telephone and internet voting procedures are designed to authenticate a shareholder’s identity and allow each shareholder to vote the shareholder’s Endurance ordinary shares or Montpelier common shares, as applicable. They will also confirm that a shareholder’s instructions have been properly recorded. Street name holders may vote by telephone or the internet if their bank or broker makes those methods available. If this is the case, the bank or broker will enclose instructions with your proxy information.

Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the NYSE, your broker or nominee does not have discretion to vote your shares on non-routine matters such as Endurance Proposal 1 and Montpelier Proposals 1 and 2; however, your broker or nominee does have discretion to vote your shares on routine matters such as Endurance Proposal 2 and Montpelier Proposal 3.

Montpelier Shareholders of Record. If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted in accordance with the recommendation of the Montpelier board of directors regarding Proposal 1, Proposal 2, Proposal 3 and any other matters properly presented for a vote at the Montpelier special general meeting.

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See the sections of this joint proxy statement/prospectus entitled “Endurance Special General Meeting” beginning on page 52 and “Montpelier Special General Meeting” beginning on page 58 for additional information on voting procedures.

See the sections of this joint proxy statement/prospectus entitled “Endurance Special General Meeting” beginning on page 52 and “Montpelier Special General Meeting” beginning on page 58 for additional information on voting procedures.

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See the sections of this joint proxy statement/prospectus entitled “Endurance Special General Meeting” beginning on page 52 and “Montpelier Special General Meeting” beginning on page 58 for additional information on attending the special general meetings.

Pursuant to the Endurance bye-laws, any notice of revocation of an outstanding proxy must be received at least one hour before the commencement of the Endurance special general meeting. Endurance beneficial

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owners may change their voting instruction only by submitting new voting instructions to the brokers, banks or other nominees that hold their Endurance ordinary shares of record and may not vote in person at the Endurance special general meeting, unless the shareholder requests and obtains a valid legal proxy from the applicable broker, bank or nominee.

See the section of this joint proxy statement/prospectus entitled “Endurance Special General Meeting” beginning on page 52 for additional information.

Pursuant to the Montpelier bye-laws, any notice of revocation of an outstanding proxy must be received at least one hour before the commencement of the Montpelier special general meeting. Montpelier beneficial owners may change their voting instruction only by submitting new voting instructions to the brokers, banks or other nominees that hold their Montpelier common shares of record and may not vote in person at the Montpelier special general meeting, unless the shareholder requests and obtains a valid legal proxy from the applicable broker, bank or nominee.

See the section of this joint proxy statement/prospectus entitled “Montpelier Special General Meeting” beginning on page 58 for additional information.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statements Regarding Forward-Looking Statements”, you should carefully consider the following risk factors. You should also read and consider the risks associated with each of the businesses of Endurance and Montpelier because these risks relate to Endurance following the completion of the merger. Descriptions of some of these risks can be found in Endurance’s and Montpelier’s annual and other reports filed with the SEC at the SEC’s website at http://www.sec.gov. You should also consider the other information in this document and the other documents incorporated by reference into this document. See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 202.

Risks Relating to the Merger

The merger is subject to conditions, including certain conditions that may not be satisfied, or satisfied on a timely basis. Failure to complete the merger could have material and adverse effects on Endurance and Montpelier.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions, including the approval by Endurance shareholders of the Endurance share issuance at the Endurance special general meeting and the approval of the merger agreement, the statutory merger agreement and the merger by Montpelier shareholders at the Montpelier special general meeting, which make the completion and timing of the completion of the merger uncertain. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 123 for a more detailed discussion. Also, either Endurance or Montpelier may terminate the merger agreement if the merger has not been completed by October 31, 2015 (or December 31, 2015 if extended in accordance with the merger agreement).

If the merger is not completed on a timely basis, or at all, Endurance’s and Montpelier’s respective ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the merger, Endurance and Montpelier will be subject to a number of risks, including the following:

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Additionally, in approving the merger agreement, the Endurance board of directors and the Montpelier board of directors each considered a number of factors and potential benefits. If the merger is not completed, neither Endurance nor Montpelier will realize these and other anticipated benefits of the merger.

The merger agreement contains provisions that limit the ability of Endurance and Montpelier to pursue alternatives to the merger, could discourage a potential competing acquiror of either Endurance or Montpelier from making a favorable alternative transaction proposal and, in specified circumstances, could require Endurance or Montpelier to pay a termination fee of $73.25 million to the other party.

The merger agreement contains certain provisions that restrict Montpelier’s ability to initiate, solicit, knowingly encourage or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party proposal for an alternative transaction. Further, even if the Endurance board of directors withdraws or qualifies its recommendation with respect to the Endurance share issuance or if the Montpelier board of directors withdraws or qualifies its recommendation with respect to the approval of the merger agreement, the statutory merger agreement and the merger, unless the merger agreement has been terminated in accordance with its terms, Endurance or Montpelier, as the case may be, will still be required to submit each of their merger-related proposals to a vote at their respective special general meetings of shareholders. In some circumstances, upon termination of the merger agreement, a party will be required to pay a termination fee of $73.25 million to the other party and/or the other party’s out-of-pocket expenses related to the merger up to a cap of $9.15 million. See the sections of this joint proxy statement/prospectus entitled “The Merger Agreement—Adverse Recommendation Change; No Solicitation of Takeover Proposals” beginning on page 126, “—Termination of the Merger Agreement” beginning on page 134 and “—Expenses and Termination Fee” beginning on page 135.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Endurance or Montpelier or pursuing an alternative transaction with Endurance or Montpelier from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger, or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the shareholders of Endurance or Montpelier than it might otherwise have proposed to pay because of the added expense of the $73.25 million termination fee and/or out-of-pocket expenses that may become payable in certain circumstances.

If the merger agreement is terminated and either Endurance or Montpelier determines to seek another business combination, Endurance or Montpelier, as applicable, may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Because the exchange ratio is fixed and the market price of Endurance ordinary shares and Montpelier common shares will fluctuate, Montpelier shareholders cannot be sure of the value of the Endurance ordinary shares they will be entitled to receive on the closing date.

Upon completion of the merger, pursuant to the terms of the merger agreement, each Montpelier common share (other than certain Montpelier common shares to be canceled pursuant to the merger agreement) will be converted into the right to receive 0.472 of an Endurance ordinary share. The exchange ratio will not be adjusted for changes in the market price of either Endurance ordinary shares or Montpelier common shares between the date of the merger agreement and completion of the merger. Accordingly, the value of Endurance ordinary shares that Montpelier shareholders will be entitled to receive on the closing date of the merger will depend upon the market price of Endurance ordinary shares on the closing date. As a result, changes in the price of Endurance ordinary shares prior to the closing date of the merger will affect the value of Endurance ordinary shares that Montpelier shareholders will be entitled to receive on the closing date.

The prices of Endurance ordinary shares and Montpelier common shares and, as a result, the value of Endurance ordinary shares that Montpelier shareholders will be entitled to receive pursuant to the merger

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agreement, have been fluctuating from the date the merger agreement and will fluctuate through the date of the completion of the merger. For example, based on the range of closing prices of Endurance ordinary shares during the period from December 10, 2014, the last full trading day before the initial publication of reports regarding a potential sale process for Montpelier, through May 21, 2015, the most recent practicable trading day prior to the printing of this joint proxy statement/prospectus, the exchange ratio plus the value of the special dividend represented a value ranging from a high of $40.44 to a low of $36.66 for each Montpelier common share. The actual market value of the Endurance ordinary shares received by holders of Montpelier common shares upon completion of the merger may be outside this range. Accordingly, at the time of the Endurance special general meeting and the Montpelier special general meeting, Montpelier shareholders will not know or be able to determine the value of Endurance ordinary shares they may receive upon completion of the merger. For that reason, the market prices of Endurance ordinary shares and Montpelier common shares on the date of the Endurance special general meeting and the Montpelier special general meeting may not be indicative of the value of Endurance ordinary shares that Montpelier shareholders will be entitled to receive upon completion of the merger.

Montpelier’s executive officers and directors may have interests in the merger that are different from, or in addition to, the interests of Montpelier shareholders generally.

Montpelier’s executive officers and directors may have interests in the merger that are different from, or in addition to, those of Montpelier shareholders generally. The executive officers of Montpelier have arrangements with Montpelier that provide for severance, accelerated vesting of certain rights and other benefits if their employment is terminated under certain circumstances following the completion of the merger. Executive officers and directors of Montpelier also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive completion of the merger. The Montpelier board of directors was aware of these interests during its deliberations on the merits of the merger and in deciding to recommend that Montpelier shareholders vote “FOR” the approval of the merger agreement, the statutory merger agreement and the merger at the Montpelier special general meeting. These interests may cause Montpelier’s directors and executive officers to view the merger differently and more favorably than you may view them. These interests are described in greater detail in the section of this joint proxy statement/prospectus entitled “The Merger—Interests of Certain Montpelier Persons in the Merger” beginning on page 101.

Endurance and Montpelier are subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Endurance or Montpelier has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Endurance or Montpelier, as the case may be, as a result of the merger, which could negatively affect Endurance’s or Montpelier’s respective revenues, earnings and cash flows, as well as the market price of Endurance ordinary shares or Montpelier common shares, regardless of whether the merger is completed.

Under the terms of the merger agreement, each of Endurance or Montpelier is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could negatively affect each party’s businesses and operations prior to the completion of the merger.

The merger is subject to the expiration of applicable waiting periods and the receipt of approvals, consents or clearances from domestic and foreign regulatory authorities that may impose conditions that could have an adverse effect on Endurance, Montpelier or the surviving company in the merger or, if not obtained, could prevent completion of the merger.

The merger is conditioned on the receipt or completion of all required authorizations, no-objections, consents, orders and approvals of, or declarations or filings with, and the expiration of waiting periods required

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by, applicable governmental authorities. If Endurance and Montpelier do not receive these consents and approvals, then Endurance and Montpelier will not be obligated to complete the merger. The insurance, antitrust and other regulatory agencies from which Endurance will seek these approvals generally have broad discretion in administering the applicable governing regulations. As a condition to their approval of the merger contemplated by this joint proxy statement/prospectus, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of Endurance’s business following the completion of the merger. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the completion of the merger or may reduce the anticipated benefits of the combination contemplated by the merger agreement. In addition, Endurance will not be obligated to complete the merger if any such consent or approval imposes a “burdensome condition”. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 123 for a discussion of the conditions to the merger and the section of this joint proxy statement/prospectus entitled “The Merger—Required Regulatory Approvals and No-Objections” beginning on page 115 for a description of the insurance, antitrust or other regulatory consents or approvals necessary in connection with the merger.

Further, no assurance can be given that the required consents and approvals will be obtained or that the required conditions to the merger will be satisfied, and, if all required consents and approvals are obtained and the conditions to the completion of the merger are satisfied, no assurance can be given as to the terms, conditions and timing of the consents and approvals. If Endurance agrees to any material requirements, limitations, costs, divestitures or restrictions in order to obtain any consents or approvals required to complete the merger, these requirements, limitations, additional costs, divestitures or restrictions could adversely affect Endurance’s ability to integrate the operations of Montpelier into Endurance or reduce the anticipated benefits of the merger contemplated by the merger agreement. This could have a material adverse effect on the business, financial condition and results of operations of Endurance and the market value of Endurance ordinary shares following the completion of the merger. In addition, a third party could attempt to intervene in any insurance, antitrust or other regulatory filings made by Endurance or otherwise object to the granting to Endurance of any such insurance, antitrust or other regulatory authorizations, consents, orders or approvals, which may cause a delay in obtaining, or the imposition of material requirements, limitations, costs, divestitures or restrictions on, or the failure to obtain, any such authorizations, consents, orders or approvals.

Under the merger agreement, Endurance and Montpelier have agreed to use their reasonable best efforts to obtain such approvals, consents and clearances and therefore may be required to comply with conditions or limitations imposed by governmental authorities, except to the extent that such condition or limitation would result in or constitute a “burdensome condition”.

The merger will involve substantial costs.

Endurance and Montpelier have incurred and expect to continue to incur substantial costs and expenses relating directly to the merger and the Endurance share issuance, including fees and expenses payable to financial advisors, other professional fees and expenses, insurance premium costs, fees and costs relating to regulatory filings and notices, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. These costs and expenses will have an adverse effect on the operating results of Endurance and Montpelier.

Any delay in completing the merger may reduce or eliminate the benefits expected to be achieved thereunder.

In addition to the required regulatory approvals, no-objections, consents and clearances, the completion of the merger is subject to a number of other conditions beyond Endurance’s and Montpelier’s control that may prevent, delay or otherwise materially adversely affect such completion. Endurance and Montpelier cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required approvals, consents and clearances could delay the completion of the merger for a significant period

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of time or prevent it from occurring. Any delay in completing the merger could cause Endurance not to realize some or all of the synergies that it expects to achieve if the merger is successfully completed within the expected time frame. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 123.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of Endurance.

Endurance and Montpelier are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Endurance’s success following the completion of the merger will depend in part upon the ability of Endurance to retain key management personnel and other key employees of Endurance and Montpelier. Current and prospective employees of Endurance and Montpelier may experience uncertainty about their roles within Endurance following the completion of the merger, which may have an adverse effect on the ability of Endurance to attract or retain key management and other key personnel. Accordingly, no assurance can be given that Endurance will be able to attract or retain key management personnel and other key employees of Endurance and Montpelier following the completion of the merger to the same extent that Endurance and Montpelier have previously been able to attract or retain their own employees.

Litigation may be filed against Endurance, Merger Sub, Montpelier or their respective boards of directors or officers, which could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

Lawsuits may be filed against Endurance, Merger Sub, Montpelier or their respective boards of directors or officers in connection with the merger, which could prevent or delay completion of the merger and result in substantial costs to Endurance and Montpelier, including any costs associated with indemnification. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Endurance’s business, financial condition, results of operations and cash flows following the completion of the merger.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of Endurance following completion of the merger.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Endurance’s actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of Endurance. The preparation of the pro forma condensed combined financial information is based upon available information and certain assumptions and estimates that Endurance and Montpelier currently believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to allocate the total consideration to Montpelier’s net assets at the effective time of the merger. The total consideration allocation reflected in this joint proxy statement/prospectus is preliminary, and the final allocation of the total consideration will be based upon the actual total consideration and the fair value of the assets and liabilities of Montpelier as of the closing date of the merger. In addition, following the completion of the merger, there may be further refinements of the total consideration allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus entitled “Unaudited Condensed Consolidated Pro Forma Financial Information” beginning on page 150.

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The internal financial forecasts for Endurance and Montpelier included in this joint proxy statement/prospectus reflect management estimates and Endurance’s and Montpelier’s actual performance may differ materially from the internal financial forecasts included in this joint proxy statement/prospectus.

The internal financial forecasts for Endurance and Montpelier included in this joint proxy statement/prospectus are based on assumptions of, and information available to, Endurance and Montpelier, at the time such internal financial forecasts were prepared. Endurance and Montpelier do not know whether the assumptions made will prove correct. Any or all of such information may turn out to be wrong. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Endurance’s or Montpelier’s control. Further, internal financial forecasts of this type are based on estimates and assumptions that are inherently subject to factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Endurance and Montpelier, respectively, including the factors described under the sections in this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 25 and “Cautionary Statements Regarding Forward-Looking Statements” beginning on page 48, which factors and changes may cause the internal financial forecasts or the underlying assumptions to be inaccurate. As a result of these contingencies, there can be no assurance that the internal financial forecasts of Endurance or Montpelier will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the internal financial forecasts of Endurance and Montpelier in this joint proxy statement/prospectus should not be regarded as an indication that the Endurance board of directors, the Montpelier board of directors, Montpelier, Endurance, Merger Sub, Morgan Stanley, Credit Suisse or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The internal financial forecasts were prepared for internal use and to assist Montpelier and Endurance with their due diligence investigations and their respective financial advisors with their financial analyses. The internal financial forecasts were not prepared with a view toward public disclosure or toward compliance with generally accepted accounting principles in the United States (referred to in this joint proxy statement/prospectus as “GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Ernst & Young Ltd. and PricewaterhouseCoopers Ltd., Endurance’s and Montpelier’s respective independent registered public accounting firms, have neither examined, compiled nor performed any procedures with respect to the internal financial forecasts.

In addition, the internal financial forecasts have not been updated or revised to reflect information or results after the date the internal financial forecasts were prepared or as of the date of this joint proxy statement/prospectus. Except as required by applicable securities laws, neither Endurance nor Montpelier intends to update or otherwise revise its internal financial forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. For more information see the sections of this joint proxy statement/prospectus entitled “The Merger—Certain Financial Projections Utilized by the Endurance Board of Directors and Endurance’s Financial Advisor” beginning on page 82 and “The Merger—Certain Financial Projections Utilized by the Montpelier Board of Directors and Montpelier’s Financial Advisor” beginning on page 83.

The fairness opinions obtained by the boards of directors of Endurance and Montpelier from their respective financial advisors will not reflect changes in circumstances between signing the merger agreement and the completion of the merger.

Neither the Endurance board of directors nor the Montpelier board of directors has obtained an updated fairness opinion as of the date of this joint proxy statement/prospectus from Morgan Stanley, Endurance’s financial advisor, or Credit Suisse, Montpelier’s financial advisor.

Changes in the operations and prospects of Endurance or Montpelier, general market and economic conditions and other factors that may be beyond the control of Endurance and Montpelier, and on which the

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fairness opinions were based, may alter the value of Endurance or Montpelier or the price of Endurance ordinary shares or Montpelier common shares by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the dates of such opinions. Neither Endurance nor Montpelier anticipates asking its financial advisors to update their opinions. The opinions are included as Annexes B and C to this joint proxy statement/prospectus. For a description of the opinions that the Endurance board of directors received from its financial advisor and a summary of the material financial analyses it provided to the Endurance board of directors in connection with rendering such opinion, see the section of this joint proxy statement/prospectus entitled “The Merger—Opinion of Endurance’s Financial Advisor” beginning on page 86. For a description of the opinion that the Montpelier board of directors received from its financial advisor and a summary of the material financial analyses it provided to the Montpelier board of directors in connection with rendering such opinion, see the section of this joint proxy statement/prospectus entitled “The Merger—Opinion of Montpelier’s Financial Advisor” beginning on page 94. For a description of the factors considered by the Endurance board of directors in determining to approve the merger agreement, the Endurance share issuance and the merger, see the section of this joint proxy statement/prospectus entitled “The Merger—Recommendation of the Endurance Board of Directors and Reasons for the Merger” beginning on page 75. For a description of the factors considered by the Montpelier board of directors in determining to approve the merger agreement and the merger, see the section of this joint proxy statement/prospectus entitled “The Merger—Recommendation of the Montpelier Board of Directors and Reasons for the Merger” beginning on page 78.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Montpelier is a party.

Montpelier is party to numerous contracts, treaties, agreements, licenses, permits, authorizations and other arrangements that contain provisions giving counterparties certain rights (including, in some cases, termination or acceleration rights) in the event of a “change in control” of Montpelier or its subsidiaries. The definition of “change in control” varies from contract to contract, ranging from a narrow to a broad definition, and, in some cases, the “change in control” provisions may be implicated by the merger. Such agreements include certain of Montpelier’s letter of credit and revolving credit facilities (a termination of which may require cash collateralization of the outstanding letters of credit, prepayment of outstanding loans (including all accrued interest and fees thereon) and an inability to request new loans or letters of credit).

Specifically with regards to Montpelier’s reinsurance arrangements, many in-force reinsurance contracts contain such “change in control” provisions. In addition, many of these reinsurance contracts are annually renewable and, regardless of whether they may be terminated in a change in control, reinsurance cedants may choose not to renew these contracts with Endurance. Termination and failure to renew reinsurance agreements by contractual counterparties could result in a material adverse effect on Endurance’s business, financial condition and operating results.

Additionally, reinsurance cedants may be permitted to cancel contracts on a cut-off or run-off basis, and Montpelier may be required to provide collateral to secure premium and reserve balances or may be required to cancel and commute a contract, subject to an agreement between the parties that may be settled in arbitration. If a contract is canceled on a cut-off basis, Montpelier may be required to return unearned premiums, net of commissions. In addition, contracts may provide cedants with multiple options, such as collateralization or commutation that would be triggered by a change in control. Collateral requirements may take the form of trust agreements or be funded by securities held or letters of credit. Upon commutation, the amount to be paid to settle the liability for gross loss reserves typically would be considered a discount to the financial statement loss reserve value, reflecting the time value of money resident in the ultimate settlement of such loss reserves. In certain instances, contracts contain dual triggers, such as a change in control and a ratings downgrade, both of which must be satisfied for the contractual right to be exercisable.

Whether a cedant would have cancelation rights in connection with the merger depends upon the language of its agreement with Montpelier. Whether a cedant exercises any cancelation rights it has would depend on,

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among other factors, such ceding company’s views with respect to the financial strength and business reputation of Endurance, the extent to which such cedant currently has reinsurance coverage with Endurance’s affiliates, the prevailing market conditions, the pricing and availability of replacement reinsurance coverage and Endurance’s ratings following the merger. Neither Endurance nor Montpelier can presently predict the effects, if any, if the merger is deemed to constitute a change in control under certain of Montpelier’s contracts and other arrangements, including the extent to which cancellation rights would be exercised, if at all, or the effect on Endurance’s financial condition, results of operations, or cash flows following the merger, but such effect could be material.

Each of Endurance and Montpelier will be exposed to underwriting and other business risks during the period that each party’s business continues to be operated independently from the other.

Until the completion of the merger, each of Endurance and Montpelier will operate independently from the other in accordance with such party’s distinct underwriting guidelines, investment policies, referral processes, authority levels and risk management policies and practices. As a result, during this period, each party may assume risks that Endurance would not have assumed for itself, accept premiums that, in the other party’s judgment, do not adequately compensate it for the risks assumed, make investment decisions that would not adhere to the other party’s investment policies or otherwise make business decisions or take on exposure that, while consistent with their general business approach and practices, are not the same as those of the other party. Significant delays in completing the merger will materially increase the risk that each party will operate its business in a manner that differs from how the business would have been conducted by the other party.

The voting agreement may limit Montpelier’s ability to pursue alternatives to the merger.

The supporting shareholders have signed a voting agreement committing them to vote any shares held by them, of record or beneficially, (i) in favor of the Montpelier merger proposal, (ii) against any takeover proposal with respect to Montpelier, (iii) at Endurance’s request, subject to certain limitations, in favor of any proposal that the Montpelier board of directors has determined is designed to facilitate the consummation of the merger and is recommended to be adopted by Montpelier shareholders and (iv) against any amendments to Montpelier’s organizational documents (other than as provided for in the merger agreement) or other proposal or transaction involving Montpelier or any of its subsidiaries, in each case, that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect in any manner the merger or the other transactions contemplated by the merger agreement or change, in any manner, the voting rights of any class of share capital of Montpelier. Because the supporting shareholders have agreed to vote in favor of approval of the Montpelier merger proposal and against any competing proposals, the voting agreement may have the effect of discouraging any takeover proposal for Montpelier. See the section of this joint proxy statement/prospectus entitled “The Voting Agreement” beginning on page 148 for a discussion of the terms of the voting agreement.

Risks Relating to Endurance after Completion of the Merger

Endurance is expected to incur substantial expenses related to the integration of Montpelier.

Endurance is expected to incur substantial expenses in connection with the integration of the business, policies, procedures, operations, technologies and systems of Montpelier with those of Endurance. There are a large number of systems and functions that must be integrated, including, but not limited to, modelling, management information, accounting and finance, billing, payroll and benefits and regulatory compliance. While Endurance has assumed that a certain level of expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of all of the expected integration expenses. Moreover, many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. These expenses could, particularly in the near term, exceed the savings that Endurance expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings and synergies related to the integration of the businesses following the completion of the merger. These integration expenses likely will result in Endurance taking significant charges against earnings following the completion of the merger, but the amount and timing of such charges are uncertain at present.

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Endurance may be unable to successfully integrate the businesses of Endurance and Montpelier and realize the anticipated benefits of the merger.

The merger involves the combination of two companies that currently operate as independent public companies. Endurance will be required to devote significant management attention and resources to integrating the business practices and operations of Endurance and Montpelier. Potential difficulties Endurance may encounter as part of the integration process include, but are not limited to, the following:

In addition, Endurance and Montpelier have operated and, until the completion of the merger, will continue to operate independently and may not begin the actual integration process. Although the parties are conducting an integration planning process as permitted by legal restrictions, this process could result in:

any of which could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or Endurance’s and Montpelier’s ability to achieve the anticipated benefits of the merger or could reduce each company’s earnings or otherwise adversely affect the business and financial results of Endurance following the completion of the merger.

Endurance shareholders and Montpelier shareholders will have a reduced ownership and voting interest after completion of the merger and will exercise less influence over management.

Endurance shareholders presently have the right to vote on the appointment of members of the Endurance board of directors and on other matters affecting Endurance. Montpelier shareholders presently have the right to vote in the election of the Montpelier board of directors and on other matters affecting Montpelier. Immediately after the merger is completed, it is expected that current Endurance shareholders will own approximately 68% of the Endurance ordinary shares outstanding and current Montpelier shareholders will own approximately 32% of the Endurance ordinary shares outstanding, respectively.

As a result, current Endurance shareholders and current Montpelier shareholders will have less influence on the management and policies of Endurance following the completion of the merger than they now have on the management and policies of Endurance and Montpelier, respectively.

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The Endurance ordinary shares to be received by Montpelier shareholders as a result of the merger will have different rights from Montpelier common shares.

Following the completion of the merger, Montpelier shareholders will no longer be shareholders of Montpelier, but will instead be shareholders of Endurance. There will be differences between the current rights of a Montpelier shareholder and the rights to which a Montpelier shareholder will be entitled as an Endurance shareholder following the completion of the merger. See the section of this joint proxy statement/prospectus entitled “Comparison of Rights of Shareholders of Endurance and Montpelier” beginning on page 171 for additional information about the different rights associated with Endurance ordinary shares.

The market price of an Endurance ordinary share may decline in the future as a result of the merger.

Endurance will issue approximately 21.7 million Endurance ordinary shares to Montpelier shareholders in the merger. Upon the receipt of Endurance ordinary shares as consideration in the merger, former holders of Montpelier common shares may seek to sell Endurance ordinary shares delivered to them. Current Endurance shareholders may also seek to sell the Endurance ordinary shares held by them following, or in anticipation of, consummation of the merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of Endurance ordinary shares, may affect the market for, and the market price of, Endurance ordinary shares in an adverse manner. None of these Endurance shareholders are subject to a “lock-up” or “market stand off” agreement. These factors are, to some extent, beyond the control of Endurance.

In addition, the market price of an Endurance ordinary share may decline in the future as a result of the merger for a number of reasons, including the unsuccessful integration of Endurance and Montpelier or the failure of Endurance to achieve the perceived benefits of the merger, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts. These factors are, to some extent, beyond the control of Endurance.

Endurance’s share price may be negatively impacted by risks and conditions that apply to Endurance, which are different from the risks and conditions applicable to Montpelier.

Upon completion of the merger, Montpelier shareholders will become holders of Endurance ordinary shares. The businesses and markets of Endurance and its subsidiaries and the other companies it may acquire in the future are different from those of Montpelier. There is a risk that various factors, conditions and developments that would not affect the price of a Montpelier common share could negatively affect the price of an Endurance ordinary share. Please see the Endurance Annual Report on Form 10-K for the year ended December 31, 2014, and filed with the SEC on February 27, 2015 (referred to in this joint proxy statement/prospectus as the “Endurance 10-K”) and the Quarterly Report on Form 10-Q filed with the SEC on May 6, 2015 (referred to in this joint proxy statement/prospectus as the “Endurance 10-Q”), as updated by any subsequent Annual Reports on Form 10-K/A, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the SEC, all of which are incorporated by reference in this joint proxy statement/prospectus, and the section of this joint proxy statement/prospectus entitled “Cautionary Statements Regarding Forward-Looking Statements” beginning on page 48 for a summary of some of the key factors that might affect Endurance and the prices at which Endurance ordinary shares may trade from time to time.

The merger may not be accretive and may cause dilution to Endurance’s earnings per share, which may negatively affect the market price of an Endurance ordinary share.

Endurance currently anticipates that the merger will be accretive to earnings per share in 2016, excluding one-time costs. This expectation is based on preliminary estimates which may materially change, including the currently expected timing of the merger. Endurance could also encounter additional merger-related costs or other factors such as a delay in the closing of the merger and/or the failure to realize all of the benefits and synergies anticipated in the merger. All of these factors could cause dilution to Endurance’s earnings per share or decrease or delay the expected accretive effect of the merger and cause a decrease in the market price of an Endurance ordinary share.

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Endurance’s future results may suffer if Endurance does not effectively manage its expanded operations following the completion of the merger.

Following the completion of the merger, the size of the business of Endurance will increase beyond the current size of either Endurance’s or Montpelier’s business. Endurance’s future success depends, in part, upon its ability to manage its expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that Endurance will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

The merger may result in a ratings downgrade of Endurance or its operating subsidiaries.

Ratings with respect to claims-paying ability and financial strength are important factors in maintaining customer confidence in Endurance and its ability to market insurance and reinsurance products and compete with other insurance and reinsurance companies. Rating organizations regularly analyze the financial performance and condition of insurers and reinsurers. While Endurance anticipates that its financial strength and claims-paying ratings will be affirmed subsequent to the closing of the merger, there is no guarantee that such affirmations will occur. In connection with the completion of the merger, any of these ratings agencies may reevaluate Endurance’s ratings.

Following the merger, any ratings downgrades, or the potential for ratings downgrades, of Endurance or its operating subsidiaries could adversely affect Endurance’s ability to market and distribute products and services and successfully compete in the marketplace, which could have a material adverse effect on its business, financial condition and operating results, as well as the market price for Endurance ordinary shares. For example, a downgrade may increase Endurance’s cost of borrowing, may negatively impact Endurance’s ability to raise additional debt capital, may negatively impact Endurance’s ability to successfully compete in the marketplace and may negatively impact the willingness of counterparties to deal with Endurance, each of which could have a material adverse effect on the business, financial condition and results of operations of Endurance following the merger and the market value of Endurance ordinary shares. In addition, most of the reinsurance contracts of each of Endurance’s and Montpelier’s reinsurance subsidiaries contain provisions that would allow ceding companies to terminate the contract or demand security following a downgrade in financial strength ratings below specified levels by one or more rating agencies. Endurance cannot predict the extent to which this termination right would be exercised, if at all; however, the effect of such termination could have a significant and negative effect on Endurance’s financial condition and results of operations following the merger. Even in the absence of contractual provisions, numerous cedents and brokers prefer to secure coverage or assign preferential allocations to the highest rated reinsurers, and accordingly, any decrease in ratings could adversely affect the ability of the combined company to access the businesses it will seek to underwrite.

Following the merger, Endurance may require additional capital in the future, which may not be available to it on satisfactory terms as a result of the merger, if at all.

Following the merger, Endurance will require liquidity to pay claims, fund its operating expenses, make interest and principal payments on its debt and pay dividends. Any future financing may not be available on terms that are favorable to Endurance, if at all. Markets in the U.S., Europe and elsewhere have experienced extreme volatility and disruption in recent years due to financial stresses that affected the liquidity of the financial markets. These circumstances have at times reduced access to the public and private markets. If Endurance cannot obtain adequate sources of financing on favorable terms, or at all, its business, operating results and financial condition could be adversely affected.

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Other Risk Factors of Endurance and Montpelier

Endurance’s and Montpelier’s businesses are and will be subject to the risks described above. In addition, Endurance and Montpelier are, and will continue to be subject to the risks described in the Endurance 10-K, the Endurance 10-Q, the Montpelier Annual Report on Form 10-K for the year ended December 31, 2014, and filed with the SEC on February 25, 2015, as amended by an Annual Report on Form 10-K/A filed with the SEC on March 31, 2015 (together referred to in this joint proxy statement/prospectus as the “Montpelier 10-K”), and the Montpelier Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and filed with the SEC on May 4, 2015 (referred to in this joint proxy statement/prospectus as the “Montpelier 10-Q”) as updated by subsequent Annual Reports on Form 10-K/A, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. The risks described above and in those filings represent known material risks with respect to Endurance’s and Montpelier’s businesses. See the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 202 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Selected Historical Consolidated Financial Data of Endurance

The following selected historical consolidated statement of operations data and consolidated balance sheet data of Endurance for each of the five years ended December 31, 2014, has been derived from Endurance’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, contained in the Endurance 10-K, which is incorporated by reference into this joint proxy statement/prospectus.

The following selected historical consolidated statement of operations data and consolidated balance sheet data of Endurance for each of the three-month periods ended March 31, 2014, and March 31, 2015, has been derived from Endurance’s unaudited consolidated financial statements for such periods contained in the its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2014 and the Endurance 10-Q, respectively, which are incorporated by reference into this joint proxy statement/prospectus. In Endurance’s view, the unaudited consolidated financial statements contained in the Endurance 10-Q include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim financial information for the three-month period ended March 31, 2015. Interim results for the three-month period ended March 31, 2015 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2015.

The information set forth below is only a summary, and is not necessarily indicative of the results of future operations of Endurance, following completion of the merger, and you should read the following information together with Endurance’s audited consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Endurance 10-K and the Endurance 10-Q, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 202.

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Selected Historical Consolidated Financial Data of Montpelier

The following selected historical consolidated statement of operations data and consolidated balance sheet data of Montpelier for each of the three years ended December 31, 2014, has been derived from Montpelier’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2014, contained in the Montpelier 10-K, which is incorporated by reference into this joint proxy statement/prospectus. The following selected historical consolidated statement of operations data and consolidated balance sheet data of Montpelier for each of the two years ended December 31, 2011, has been derived from Montpelier’s audited consolidated financial statements and accompanying notes for such two year period, which have been filed with the SEC but which are not incorporated by reference into this joint proxy statement/prospectus.

The following selected historical consolidated statement of operations data and consolidated balance sheet data of Montpelier for each of the three-month periods ended March 31, 2014, and March 31, 2015, has been derived from Montpelier’s unaudited consolidated financial statements for such periods contained in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014 and the Montpelier 10-Q, respectively, which are incorporated by reference into this joint proxy statement/prospectus. In Montpelier’s view, the unaudited consolidated financial statements contained in the Montpelier 10-Q include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim financial information for the three-month period ended March 31, 2015. Interim results for the three-month period ended March 31, 2015 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2015.

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The information set forth below is only a summary, and is not necessarily indicative of the results of future operations of Montpelier or Merger Sub, as the surviving company in the merger, following completion of the merger, and you should read the following information together with Montpelier’s audited consolidated financial statements, the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Montpelier 10-K and in the Montpelier 10-Q, which are incorporated by reference into this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 202.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables set forth selected unaudited condensed consolidated pro forma financial information for the three months ended March 31, 2015 and the year ended December 31, 2014 to provide you with information about how the merger might have affected the historical financial statements of Endurance if it had been consummated at such times. The selected unaudited condensed consolidated pro forma financial information is for illustrative purposes only. The following selected unaudited condensed consolidated pro forma financial information does not necessarily reflect the financial position or results of operations that would have actually resulted had the merger occurred as of the dates indicated, nor should they be taken as necessarily indicative of the future financial position or results of operations of Endurance following the completion of the merger. The adjustments and assumptions reflected in the pro forma financial information are discussed in the section of this joint proxy statement/prospectus entitled “Unaudited Condensed Consolidated Pro Forma Financial Information” beginning on page 150.

The following selected unaudited condensed consolidated pro forma financial information is based on the historical financial statements of Endurance and Montpelier and on publicly available information and certain assumptions that we believe are reasonable, which are described in the notes to the section of this joint proxy statement/prospectus entitled “Unaudited Condensed Consolidated Pro Forma Financial Information”. The following should be read in connection with the section of this joint proxy statement/prospectus entitled “Unaudited Condensed Consolidated Pro Forma Financial Information” beginning on page 150, and other information included in or incorporated by reference into this joint proxy statement/prospectus, including the Endurance 10-Q, the Endurance 10-K, the Montpelier 10-Q and the Montpelier 10-K, which are filed with the SEC. The unaudited condensed consolidated pro forma financial information does not reflect any synergies that could result from the merger, including cost savings, underwriting improvements, capital efficiencies, and enhanced capital management opportunities.

This pro forma information is subject to risks and uncertainties, including those discussed in the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 25.

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The following table sets forth pro forma statements of operations for the three months ended March 31, 2015 and the year ended December 31, 2014.