Attached files
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EX-2.1 - EX-2.1 - TRANSATLANTIC HOLDINGS INC | y91662aexv2w1.htm |
EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INC | y91662aexv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 12, 2011
TRANSATLANTIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-10545 | 13-3355897 | ||
(State or Other | (Commission File Number) | (IRS Employer | ||
Jurisdiction of | Identification Number) | |||
Incorporation) |
80 Pine Street, New York, New York | 10005 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 365-2200
NONE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2011, Transatlantic Holdings, Inc., a Delaware corporation (Transatlantic),
entered into an Agreement and Plan of Merger (the Merger Agreement) with Allied World Assurance
Company Holdings, AG, a Swiss stock corporation (Allied World), and GO Sub, LLC, a newly-formed
Delaware limited liability company and a wholly owned subsidiary of Allied World (Merger Sub)
providing for a merger of equals business combination of Transatlantic and Allied World. The
Merger Agreement provides that, upon the terms and subject to the conditions set forth therein,
Merger Sub will be merged with and into Transatlantic (the Merger), with Transatlantic continuing
as the surviving corporation and as a wholly owned subsidiary of Allied World. Following closing
of the Merger, the combined company will be renamed TransAllied Group Holdings, AG (TransAllied)
and the common shares of TransAllied will trade on the New York Stock Exchange.
Pursuant to the terms and conditions of the Merger Agreement, which has been approved by the
boards of directors of Transatlantic and Allied World, the stockholders of Transatlantic will be
entitled to receive 0.88 common shares of Allied World for each share of Transatlantic common
stock, plus the cash equivalent of any fractional share. Also, each outstanding Transatlantic
stock option will be converted into an option to purchase 0.88 common shares of Allied World at an
exercise price per share equal to the quotient of the exercise price of the Transatlantic option
divided by 0.88. In addition, each outstanding Transatlantic stock-based award (other than
Transatlantic stock options) will be converted into an Allied World share or other compensatory
award denominated in Allied World shares subject to a risk of forfeiture to, or right of repurchase
by, Allied World.
The Merger Agreement contains customary representations, warranties, and covenants made by
each of Allied World, Transatlantic and Merger Sub. Each of Transatlantic and Allied World is
required, among other things: (i) not to solicit alternative business combination transactions and
(ii) subject to certain exceptions, not to engage in discussions or negotiations regarding any
alternative business combination transactions.
Completion of the Merger is subject to certain conditions, including, among others: (i)
adoption of the Merger Agreement by Transatlantics stockholders, (ii) approval by Allied Worlds
shareholders of the issuance of the common shares to be issued as consideration for the Merger and
the amendment of Allied Worlds articles of association to, among other things, change Allied
Worlds name to TransAllied Group Holdings, AG, (iii) the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, (iv) receipt of other material governmental consents and approvals, (both domestic and
foreign) required to consummate the Merger, (v) the absence of any material injunction or legal
restraint prohibiting the consummation of the Merger, (vi) the registration statement on Form S-4
used to register the common shares to be issued as consideration for the Merger having been
declared effective by the Securities and Exchange Commission, (vii) the listing of the common
shares on the New York Stock Exchange having been authorized, (viii) the shareholders of Allied
World shall have approved the Reconstituted Board (as defined below), (ix) the Reconstituted Board
shall have delivered a written consent approving certain committee and officer appointments, (x) a
ruling from the Swiss commercial register shall have been obtained, and (xi) the purchase by Allied
World, following the requisite stockholder approvals, of 45,000 shares of Transatlantic common
stock. The obligation of each party to consummate the Merger is also conditioned upon the other
partys representations and warranties being true and correct and the other party having performed
in all material respects its obligations under the Merger Agreement.
The Merger Agreement contains certain termination rights for both Transatlantic and Allied
World, including if the Merger is not consummated on or before January 31, 2012 and if the approval
of the shareholders of either Transatlantic or Allied World is not obtained. The Merger Agreement
further provides for certain payments upon termination of the Merger Agreement under specified
circumstances. If the Merger Agreement is terminated by Transatlantic or Allied World as a result
of an adverse change in the recommendation of the other partys board of directors, Transatlantic
may be required to pay to Allied World, or Allied World may be required to pay to Transatlantic, a
termination fee of $115 million. If the Merger Agreement is terminated as a result of the
stockholders of either Transatlantic or Allied World failing to approve the transaction,
Transatlantic may be required to pay to Allied World, or Allied World may be required to pay to
Transatlantic, a termination fee of $35 million,
plus the reimbursement of expenses up to a maximum amount of $35 million. If the Merger
Agreement is terminated due to certain breaches of the Merger Agreement by either Transatlantic or
Allied World, Transatlantic may be required to reimburse to Allied World, or Allied World may be
required to reimburse to Transatlantic, the other parties expenses in connection with the proposed
transaction, up to a maximum of $35 million.
The Merger Agreement provides that, upon consummation of the Merger, the board of directors of
TransAllied will consist of 11 members, composed of (i) four independent Transatlantic directors
selected by Transatlantic, (ii) Richard S. Press (the current chairman of the Transatlantic board
of directors), (iii) Michael C. Sapnar (the current chief operating officer of Transatlantic), (iv)
four independent Allied World directors selected by Allied World and (v) Scott A. Carmilani (the
current chief executive officer of Allied World) (the Reconstituted Board). The Merger Agreement
provides that upon completion of the Merger, Mr. Press will serve as non-executive chairman of the
board of directors of TransAllied for a one-year term and will resign from the board of directors
upon the second anniversary of the closing of the Merger. The Merger Agreement provides that, upon
consummation of the Merger, Mr. Carmilani will serve as President and Chief Executive Officer of
TransAllied and Mr. Sapnar will serve as President and Chief Executive Officer, Global Reinsurance,
of TransAllied. TransAllied will have its corporate headquarters in Zug, Switzerland.
The Merger is expected to close in the fourth quarter of 2011.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby, does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement, which is filed as Exhibit 2.1 to this Form 8-K, and is incorporated herein by
reference.
The Merger Agreement and the above description of the Merger Agreement have been included to
provide investors and security holders with information regarding the terms of the Merger
Agreement. It is not intended to provide any other factual information about Transatlantic, Allied
World or their respective subsidiaries or affiliates. The representations, warranties and
covenants contained in the Merger Agreement were made only for purposes of that agreement and as of
specific dates; were solely for the benefit of the parties to the Merger Agreement; and may be
subject to limitations agreed upon by the parties, including being qualified by confidential
disclosures made by each contracting party to the other for the purposes of allocating contractual
risk between them that differ from those applicable to investors. Investors should not rely on the
representations, warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of Transatlantic, Allied World or any of their respective
subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in public disclosures by Transatlantic or
Allied World. Accordingly, investors should read the representations and warranties in the Merger
Agreement not in isolation but only in conjunction with the other information about Transatlantic
or Allied World and their respective subsidiaries that the respective companies include in reports,
statements and other filings they make with the Securities and Exchange Commission.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the transactions contemplated by the Merger Agreement, Robert F. Orlich,
will step down as President and Chief Executive Officer of Transatlantic at the closing of the
Merger.
Item 8.01. Other Events.
On June 13, 2011, Transatlantic and Allied World held a joint conference call with investors
to provide supplemental information regarding the proposed transaction. A copy of the script of
the investor presentation is attached hereto as Exhibit 99.1 and is incorporated by reference into
this Item 8.01.
Additional Information about the Proposed Merger and Where to Find It
This communication relates to a proposed merger between Transatlantic and Allied World that will
become the subject of a registration statement, which will include a joint proxy
statement/prospectus, to be filed with the U.S.
Securities and Exchange Commission (the SEC) that will provide full details of the proposed
merger and the attendant benefits and risk. This communication is not a substitute for the joint
proxy statement/prospectus or any other document that Transatlantic or Allied World may file with
the SEC or send to their shareholders in connection with the proposed merger. Investors and
security holders are urged to read the registration statement on Form S-4, including the definitive
joint proxy statement/prospectus, and all other relevant documents filed with the SEC or sent to
shareholders as they become available because they will contain important information about the
proposed merger. All documents, when filed, will be available free of charge at the SECs website
(www.sec.gov). You may also obtain these documents by contacting Transatlantics Investor
Relations department at Transatlantic Holdings, Inc., 80 Pine Street, New York, New York 10005, or
via e-mail at investor_relations@transre.com; or by contacting Allied Worlds Corporate Secretary,
attn.: Wesley D. Dupont, at Allied World Assurance Company Holdings, AG, Lindenstrasse 8, 6340
Baar, Zug, Switzerland, or via e-mail at secretary@awac.com. This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval.
Participants in the Solicitation
Transatlantic, Allied World and their respective directors and executive officers may be deemed to
be participants in any solicitation of proxies in connection with the proposed merger. Information
about Transatlantics directors and executive officers is available in Transatlantics proxy
statement dated April 8, 2011 for its 2011 Annual Meeting of Stockholders. Information about
Allied Worlds directors and executive officers is available in Allied Worlds proxy statement
dated March 17, 2011 for its 2011 Annual Meeting of Shareholders. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the merger when they become available.
Investors should read the joint proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect Transatlantics and Allied Worlds current beliefs, expectations or
intentions regarding future events. Words such as may, will, could, should, expect,
plan, project, intend, anticipate, believe, estimate, predict, potential, pursue,
target, continue, and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, Transatlantics and
Allied Worlds expectations with respect to the synergies, costs and other anticipated financial
impacts of the proposed transaction; future financial and operating results of the combined
company; the combined companys plans, objectives, expectations and intentions with respect to
future operations and services; approval of the proposed transaction by stockholders and by
governmental regulatory authorities; the satisfaction of the closing conditions to the proposed
transaction; and the timing of the completion of the proposed transaction.
All forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements, many of which are
generally outside the control of Transatlantic and Allied World and are difficult to predict.
Examples of such risks and uncertainties include, but are not limited to, (1) the possibility that
the proposed transaction is delayed or does not close, including due to the failure to receive
required stockholder or regulatory approvals, the taking of governmental action (including the
passage of legislation) to block the transaction, or the failure of other closing conditions, and
(2) the possibility that the expected synergies will not be realized, or will not be realized
within the expected time period, because of, among other things, uncertainties relating to economic
conditions, financial and credit market conditions, cyclical industry conditions, credit quality,
government, regulatory and accounting policies, volatile and unpredictable developments (including
natural and man-made catastrophes), the legal environment, legal and regulatory proceedings,
failures of pricing models to accurately assess risks, the reserving process, the competitive
environment in which Transatlantic and Allied World operate, interest rate and foreign currency
exchange rate fluctuations and the uncertainties inherent in international operations.
Transatlantic and Allied World caution that the foregoing list of factors is not exclusive.
Additional information concerning these and other risk factors is contained in Transatlantics and
Allied Worlds most recently filed Annual
Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form
8-K, and other SEC filings. All subsequent written and oral forward-looking statements concerning
Transatlantic, Allied World, the proposed transaction or other matters and attributable to
Transatlantic or Allied World or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Neither Transatlantic nor Allied World undertakes any
obligation to publicly update any of these forward-looking statements to reflect events or
circumstances that may arise after the date hereof.
Item 9.01. Financial Statements and Exhibits.
Exhibit | ||
No. | Description | |
2.1
|
Agreement and Plan of Merger by and among Transatlantic Holdings, Inc., Allied World Assurance Company Holdings, AG and GO Sub, LLC, dated as of June 12, 2011 (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
99.1
|
Investor presentation script. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSATLANTIC HOLDINGS, INC. (Registrant) |
||||
By: | /s/ Gary A. Schwartz | |||
Gary A. Schwartz | ||||
Senior Vice President and General Counsel | ||||
Date: June 13, 2011
Exhibit Index
Exhibit | ||
No. | Description | |
2.1
|
Agreement and Plan of Merger by and among Transatlantic Holdings, Inc., Allied World Assurance Company Holdings, AG and GO Sub, LLC, dated as of June 12, 2011 (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
99.1
|
Investor presentation script. |