Attached files
file | filename |
---|---|
8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92830e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TRANSATLANTIC ENTERS INTO CONFIDENTIALITY AGREEMENT
AND DISCUSSIONS WITH VALIDUS
AND DISCUSSIONS WITH VALIDUS
NEW YORK September 23, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic) today
announced that it has entered into a confidentiality agreement, with a limited standstill that
expires October 31, 2011, and commenced discussions with Validus Holdings, Ltd. (NYSE: VR)
(Validus).
As required by the terms of its confidentiality agreement with Validus, Transatlantic does not
currently intend to comment further regarding the status of its discussions unless and until
required by law or regulation. Transatlantic noted that the October 31, 2011 expiration date is
subject to certain events that could cause the standstill provision to terminate earlier. There can
be no assurance that these discussions will result in a revised proposal or a transaction.
Goldman, Sachs & Co. and Moelis & Company 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. 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 Transatlantic.
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 risks that the terminated merger
agreement with Allied World Assurance Company Holdings, AG disrupts current plans and operations;
risks that the unsolicited Validus exchange offer, Validus consent solicitation and/or National
Indemnity proposal disrupts current plans and operations; the ability to retain key personnel;
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 Securities and Exchange Commission. 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.
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.
Additional Information about the Validus Consent Solicitation
On September 14, 2011, Validus filed a preliminary consent solicitation statement with the SEC
relating to Validus proposals to, among other things, remove all of Transatlantics directors and
nominate three new directors to the Transatlantic board of directors. Transatlantic has filed with
the SEC a preliminary consent revocation statement on Schedule 14A (the Preliminary Revocation
Statement) in connection with Validus solicitation of written consents. Investors and security
holders are urged to read the Preliminary Revocation Statement and Transatlantics definitive
consent revocation statement, when it is available, because they contain important information.
Investors can get the Preliminary Revocation Statement, the definitive revocation statement, when
it is available, and any other relevant documents for free at the SECs website (www.sec.gov). You
may also obtain these documents for free 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.
Transatlantic, its directors and executive officers may be deemed to be participants in a
solicitation of Transatlantics stockholders in connection with the Validus consent solicitation.
Information about Transatlantics directors and executive officers, and a description of their
direct or indirect interests, by security holdings or otherwise, is available in Transatlantics
Preliminary Revocation Statement, which was filed with the SEC on September 20, 2011.
# # #
Contacts:
Investors:
Thomas V. Cholnoky
Transatlantic Holdings, Inc.
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
Transatlantic Holdings, Inc.
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
or
Tom Gardiner / 1-212-440-9872
Donna Ackerly / 1-212-440-9837
Georgeson Inc.
transatlantic@georgeson.com
Donna Ackerly / 1-212-440-9837
Georgeson Inc.
transatlantic@georgeson.com
Media:
Steve Frankel/Eric Bonach
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefrank.com
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefrank.com
or
Anthony Herrling/JoAnne Barrameda
Brainerd Communicators
1-212-986-6667
Ex. 738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com
Brainerd Communicators
1-212-986-6667
Ex. 738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com