1) They are using ENH stock. ENH stock isn't pure gold. In fact I have researched ENH several times and determined their returns to be poor. The deal should be all cash.
2) ENH will have a bigger say in the merger than Aspen. If anything the merger should take place on Aspen's terms. Aspen is the larger company.
3) ENH CEO keeps bragging he is investing $25M in the deal. Who cares?
4) ENH's reserving is poor compared to Aspen with all their earnings coming from reserve releases while Aspen had positive earnings this year ex reserve releases. ENH's quality of earnings is fairly poor.
6) ENH's ROE has substantially lagged Aspen the last 3 years.
7) ENH is not diversified and wants another company to help them diversify
8) ENH has not proven what synergies the 2 companies have
9) ENH says the merger makes their capital base stronger even though there will be $700M in goodwill in the transaction making their capital base weaker
10) $47.5 is a pretty terrible premium given the risks of the new company, combining and costs. The deal should be all in cash as Aspen shareholders wouldn't want to own any of ENH
11) The premium isn't really enough even if it was cash. If the deal was at $52.5 to $55 that would represent the correct value.
12) I just really don't see what makes Aspen better or more valuable together.