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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92114ke8vk.htm |
EX-3.2 - EX-3.2 - TRANSATLANTIC HOLDINGS INC | y92114kexv3w2.htm |
EX-3.1 - EX-3.1 - TRANSATLANTIC HOLDINGS INC | y92114kexv3w1.htm |
EX-4.1 - EX-4.1 - TRANSATLANTIC HOLDINGS INC | y92114kexv4w1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TRANSATLANTIC BOARD OF DIRECTORS REJECTS
UNSOLICITED, CONDITIONAL EXCHANGE OFFER BY VALIDUS
UNSOLICITED, CONDITIONAL EXCHANGE OFFER BY VALIDUS
Files 14D-9 with the SEC Recommending Stockholders Not Exchange Any Shares
Adopts Limited Stockholder Rights Plan
New York, N.Y. July 28, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic)
today announced that its Board of Directors, after consultation with its independent financial and
legal advisors, has unanimously determined to recommend that stockholders reject Validus Holdings,
Ltd.s (NYSE: VR) (Validus) Exchange Offer to acquire all the outstanding common shares of
Transatlantic (the Exchange Offer).
Transatlantic remains committed to the terms of the merger agreement that it entered into with
Allied World Assurance Company Holdings, AG (NYSE: AWH) (Allied World) on June 12, 2011 (the
Allied World Merger Agreement). Under the terms of the Allied World Merger Agreement,
Transatlantic stockholders will receive 0.88 Allied World common shares for each share of
Transatlantic common stock (together with cash in lieu of any fractional shares). The
Transatlantic Board of Directors believes that the transaction with Allied World will provide
greater long-term value potential to Transatlantics stockholders than Validus Exchange Offer.
The Transatlantic Board reaffirms its recommendation of, and its declaration of advisability with
respect to, the Allied World Merger Agreement.
We strongly urge Transatlantic stockholders to reject Validus inferior and highly
conditional Exchange Offer, said Richard S. Press, Chairman of the Transatlantic Board of
Directors. We offered Validus the opportunity to conduct due diligence in order to address the
uncertainties and inaccuracies in its offer, but Validus is unwilling to sign the standard
confidentiality agreement that is required under our existing merger agreement with Allied World.
The confidentiality agreement that we have asked Validus to sign contains substantially the same
terms and conditions that Allied World agreed to, including a standstill provision, which we
believe are reasonable and appropriate. In contrast, Validus sent to us a draft confidentiality
agreement without a standstill and including provisions that would have allowed Validus to use, and
publicly disclose, Transatlantics confidential information for its own purposes.
In reaching its conclusion to reject the Validus Exchange Offer, the Transatlantic Board of
Directors noted, among other considerations, that the Validus Exchange Offer:
| delivers inferior long-term value creation potential for Transatlantic stockholders; | ||
| economically disadvantages Transatlantic stockholders and does not adequately reflect Transatlantics contributions to the combined company; | ||
| provides lower book value per share to Transatlantic stockholders; | ||
| is based on erroneous assumptions that are not supported by diligence; | ||
| poses significant uncertainty with respect to ratings outcome; | ||
| includes meaningful uncertainties; and | ||
| has a high level of conditionality. |
Transatlantic has made the Board of Directors position on the Validus Exchange Offer
available to stockholders in a solicitation/recommendation statement on Schedule 14D-9, which
has been filed with the Securities and Exchange Commission (SEC) and published on
Transatlantics website at www.transre.com.
Limited Stockholders Rights Plan
Transatlantic also announced that its Board of Directors has adopted a limited duration
Stockholder Rights Plan (the Rights Plan). The Rights Plan, which has a term of one year and a
10% beneficial ownership threshold, is designed to encourage the fair and equal treatment of
Transatlantics stockholders in connection with any initiative to acquire effective control of the
company. The Rights Plan is intended to reduce the likelihood that any person or group would gain
control of Transatlantic by open market accumulation or otherwise without paying a control premium
for all common stock. The adoption of the Rights Plan is not intended to prevent a transaction
that is determined by the Board of Directors to be fair, advisable and in the best interests of all
of Transatlantics stockholders.
Under the terms of the Rights Plan, Transatlantics stockholders will receive a non-taxable
dividend of one right (the Right) for each share of Transatlantics common stock held as of the
close of business on August 8, 2011. Each Right is attached to and trades with the associated
share of common stock. The Rights will become exercisable only if (i) a person acquires beneficial
ownership of 10% or more of Transatlantics common stock (or, in the case of a person who
beneficially owned 10% or more of Transatlantics common stock on the date the Rights Plan was
adopted, such person acquires beneficial ownership of additional common stock representing 1% of
Transatlantics outstanding common stock after adoption of the Rights Plan and while the beneficial
owner of 10% or more of Transatlantics common stock then outstanding) (an Acquiring Person),
(ii) 10 business days (or such later date as the Board of Directors may determine) after the
commencement of a tender offer or exchange offer by a third party if such tender offer or exchange
offer has not commenced as of July 27, 2011, if upon consummation thereof, such party would become
an Acquiring Person, or (iii) immediately prior to the acceptance for payment of Transatlantics
common stock tendered pursuant to any tender offer or exchange offer commenced by a third party
prior to, and pending as of July 27, 2011, if upon consummation thereof, such party would become an
Acquiring Person. Allied World is exempted as an Acquiring Person solely in connection with
actions taken pursuant to the Allied World Merger Agreement.
A person who becomes an Acquiring Person may be subject to significant dilution in their
holdings. The Board of Directors may, in its sole discretion, exempt any person from being deemed
an Acquiring Person for purposes of the Rights Plan.
The Rights will trade with Transatlantics common stock, and the Board of Directors may
terminate the Rights Plan or redeem the Rights prior to the time the Rights are triggered.
Further details about the Rights Plan will be contained in a Form 8-K to be filed with the
SEC. The above description is only a summary. Interested persons are urged to read the full
Rights Plan filed with the SEC.
Securities Litigation
Transatlantic today filed a lawsuit against Validus in the United States District Court for the
District of Delaware, alleging that Validus violated the securities laws by making false and
misleading statements to Transatlantics stockholders in Validus proxy and tender offer materials.
The lawsuit seeks
to compel Validus to correct its misstatements and omissions made in recent
public filings so that Transatlantic stockholders can make an informed decision regarding the
Validus Exchange Offer.
Goldman, Sachs & Co. and Moelis & Co. LLC are acting as financial advisors and Gibson, Dunn &
Crutcher LLP is acting as legal counsel to Transatlantic.
About Transatlantic Holdings, Inc.
Transatlantic Holdings, Inc. (TRH) is a leading international reinsurance organization
headquartered in New York, with operations on six continents. Its subsidiaries, Transatlantic
Reinsurance Company®, Trans Re Zurich Reinsurance Company Ltd. and Putnam Reinsurance
Company, offer reinsurance capacity on both a treaty and facultative basis structuring programs
for a full range of property and casualty products, with an emphasis on specialty risks.
Visit www.transre.com for additional information about TRH.
Additional Information about the Proposed Merger with Allied World and Where to Find It
Allied World has filed with the Securities and Exchange Commission (SEC) a registration
statement on Form S-4 that includes a preliminary joint proxy statement of Transatlantic and Allied
World that also constitutes a prospectus of Allied World in connection with a proposed merger
between Transatlantic and Allied World. 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 stockholders in connection with the proposed merger. Investors and security
holders are urged to read the registration statement on Form S-4, including the preliminary joint
proxy statement/prospectus filed and other relevant documents that will be filed with the SEC
(including the definitive joint proxy statement/prospectus), 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.
Additional Information About the Validus Exchange Offer
This communication is neither an offer to purchase nor the solicitation of an offer to sell
any securities. In response to the Exchange Offer commenced by Validus, Transatlantic has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Investors and security
holders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 because it
contains important information about the Validus Exchange Offer. 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.
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 and the preliminary
joint proxy statement/prospectus related to the proposed merger, which was filed by Allied World
with the SEC on July 7, 2011. 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 and the preliminary joint proxy statement/prospectus related to the proposed merger,
which was filed with the SEC on July 7, 2011. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, may be contained in the definitive 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 before making any voting or
investment decisions.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Such statements involve risks and uncertainties,
which may cause actual results to differ materially from those set forth in these statements. For
example, these forward-looking statements could be affected by the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger agreement; the
inability to obtain Transatlantics or Allied Worlds stockholder approval or the failure to
satisfy other conditions to completion of the proposed merger with Allied World, including receipt
of regulatory approvals; risks that the proposed merger disrupts current plans and operations;
risks that the unsolicited Validus Exchange Offer disrupts current plans and operations, including
the proposed merger; the ability to retain key personnel; the ability to recognize the benefits of
the proposed merger; the amount of the costs, fees, expenses and charges related to the proposed
merger and the Validus Exchange Offer; pricing and policy term trends; increased competition; the
impact of acts of terrorism and acts of war; greater frequency or severity of unpredictable
catastrophic events; negative rating agency actions; the adequacy of loss reserves; changes in
regulations or tax laws; changes in the availability, cost or quality of reinsurance or
retrocessional coverage; adverse general economic conditions; and judicial, legislative, political
and other governmental developments, as well as managements response to these factors; and other
risks detailed in the Cautionary Statement Regarding Forward-Looking Information, Risk Factors
and other sections of Transatlantics Form 10-K and other filings with the SEC. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date on
which they are made. Transatlantic is under no obligation (and expressly disclaims any such
obligation) to update or revise any forward-looking statement that may be made from time to time,
whether as a result of new information, future developments or otherwise, except as required by
law.
Contacts:
Investors:
Transatlantic Holdings, Inc.
Thomas V. Cholnoky
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
Thomas V. Cholnoky
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
or
Georgeson Inc.
Tom Gardiner
1-212-440-9872
Donna Ackerly
1-212-440-9837
dackerly@georgeson.com
Tom Gardiner
1-212-440-9872
Donna Ackerly
1-212-440-9837
dackerly@georgeson.com
Media:
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel/Matt Sherman
1-212-355-4449
sfrankel@joelefrank.com
msherman@joelefrank.com
Steve Frankel/Matt Sherman
1-212-355-4449
sfrankel@joelefrank.com
msherman@joelefrank.com
or
Brainerd Communicators
Anthony Herrling/JoAnne Barrameda
1-212-986-6667
Ex. 738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com
Anthony Herrling/JoAnne Barrameda
1-212-986-6667
Ex. 738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com