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 15, 2011
TRANSATLANTIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
1-10545 (Commission File Number) |
13-3355897 (IRS Employer Identification Number) |
80 Pine Street, New York, New York (Address of Principal Executive Offices) |
10005 (Zip Code) |
Registrants telephone number, including area code: (212) 365-2200
NONE
(Former Name or Former Address, if Changed Since Last Report)
(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 8.01. | Other Events. |
As previously announced, 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, providing for a merger of equals business combination of
Transatlantic and Allied World. In accordance with the terms of the Merger Agreement,
Transatlantic will be permitted to pay dividends on shares of Transatlantic common stock in the
ordinary course consistent with past practice, and Allied World will be permitted to pay its
ordinary course dividend on Allied World common shares, in the amount of $1.50 per share and
payable in quarterly installments of $0.375.
Transatlantic has previously declared a quarterly cash dividend of $0.21 per share on
Transatlantics common stock, payable June 17, 2011, to stockholders of record on June 3, 2011, and
a quarterly cash dividend of $0.22 per share on Transatlantics common stock, payable September 16,
2011, to stockholders of record on September 2, 2011. The declaration and payment of any
additional future dividends by Transatlantic will depend upon many factors, including
Transatlantics consolidated earnings, financial condition and business needs, capital and surplus
requirements of Transatlantics operating subsidiaries, regulatory considerations, the timing of
the closing of the transaction with Allied World, and other factors.
At its 2011 Annual Shareholder Meeting, Allied Worlds shareholders approved a proposal to pay
dividends in the form of a distribution by way of par value reductions. The aggregate reduction
amount will be paid to Allied World shareholders in quarterly
installments of $0.375 per share. Allied World will distribute the
first of these dividends on August 5, 2011 to shareholders of
record on July 27, 2011 and expects to distribute additional dividends in October 2011, January 2012 and
April 2012. Any declaration and payment of dividends by Allied World will depend upon Allied
Worlds results of operations, financial condition, and cash requirements, and will be subject to
Swiss law and other related factors described in Allied Worlds Proxy Statement for its 2011 Annual
Shareholder Meeting.
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.
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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.
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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 15, 2011
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