Attached files
file | filename |
---|---|
8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y93360e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TRANSATLANTIC NOTES S&P AFFIRMATION OF A+ RATING;
COMMENTS ON RECENT VALIDUS ATTACK
COMMENTS ON RECENT VALIDUS ATTACK
NEW YORK November 8, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic) today
commented on Standard & Poors (S&P) affirmation of the Companys A+ credit rating and stable
outlook. The Company also commented on Validus Holdings, Ltd.s (NYSE: VR) (Validus) unwarranted
attacks.
Transatlantic believes that S&Ps announcement on November 7, 2011, underscores the strength of the
Companys franchise. As S&P noted, The ratings on Transatlantic and its core operating
subsidiaries are based on the groups stand-alone capabilities including its well-diversified mix
of business, strong reputation with brokers and clients, strong and disciplined underwriting
culture, very strong capital adequacy and liquidity, and conservative investment portfolio.*
In contrast to S&Ps view of Transatlantics standalone capabilities, Validus filed an investor
presentation on Monday, November 7, 2011, questioning the Companys balance sheet and prospects.
Further, they continued their campaign of inaccurate and misleading statements in their effort to
acquire Transatlantics well-regarded franchise for less than full and fair value.
After failing to submit an offer that adequately values Transatlantic, Validus made a second
inadequate and hostile offer on Thursday, November 3, 2011. Transatlantic filed an investor
presentation on Friday, November 4, 2011, responding to the inadequate offer. The Companys
response noted, among other things, that Validus inadequate offer:
| writes down Transatlantics balance sheet by $500 million through an unwarranted reserve charge; |
| results in a pro forma balance sheet that is highly leveraged from both a debt-to-capital and catastrophe risk-to-surplus perspective; |
| likely results in lower ratings than those currently enjoyed by Transatlantic; |
| is unlikely to result in a pro forma company able to responsibly achieve indicated synergies while meeting the suggested return of capital; and |
| dilutes Transatlantics book value by 10 percent.1 |
While Validus has criticized the Transatlantic Board of Directors, the Company notes that the Board
continues to oversee discussions with two other parties, as previously announced. Furthermore,
Transatlantic has a clear path to provide long-term value creation for stockholders should nothing
more attractive emerge from these other discussions.
The Board has always acted and will continue to act in the best interests of stockholders. It is
fully committed to concluding this process in a responsible timeframe, not one dictated by Validus
self-interested deadlines.
1 | Transatlantic Q3 2011 book value pro forma for completion of announced $300 million of share repurchases. Actual repurchases from September 26, 2011 to November 3, 2011 of 4.2 million shares at an average price of $50.45 for an aggregate amount of $210 million. Projected aggregate amount of repurchase from November 4, 2011 to December 31, 2011 of $90 million at an average of $54.68 assumed price per share (based on Transatlantic stock price as of November 7, 2011). |
1
Given its desire to focus on customers and brokers as the Company enters renewal season, as well as
to conclude discussions with all third parties in a timely manner, Transatlantic is not interested
in engaging in an ongoing daily public debate with Validus or any other party.
The
investor presentation is available on Transatlantics website at
www.transre.com by clicking on
the Investor Information tab and selecting Presentations, and can be accessed on the SECs
website at www.sec.gov.
Goldman, Sachs & Co. and Moelis & Company LLC are acting as financial advisors and Gibson, Dunn &
Crutcher LLP is acting as legal counsel to Transatlantic.
*Permission to use quote was neither sought nor obtained.
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 unsolicited Validus
exchange offer and Validus consent solicitation disrupt 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 (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.
Additional Information About the Validus Exchange Offer
2
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 November 3, 2011, Validus filed an amended preliminary consent solicitation statement with the
SEC relating to Validuss 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 Validuss 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
3
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
4