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EX-99.4 - EX-99.4 - TRANSATLANTIC HOLDINGS INC | y93505kexv99w4.htm |
EX-99.3 - EX-99.3 - TRANSATLANTIC HOLDINGS INC | y93505kexv99w3.htm |
EX-99.2 - EX-99.2 - TRANSATLANTIC HOLDINGS INC | y93505kexv99w2.htm |
Table of Contents
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): November 18, 2011
TRANSATLANTIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-10545 | 13-3355897 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (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)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | 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)) |
TABLE OF CONTENTS
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 |
Table of Contents
Item 8.01. Other Events.
Validus Consent Solicitation New Record Date Request
As previously disclosed, on November 2, 2011, Validus Holdings, Ltd. (Validus) sent a letter to
the board of directors (the Board) of Transatlantic Holdings, Inc. (Transatlantic) requesting
that the Board fix a record date in connection with Validus proposed solicitation of written
consents from Transatlantic stockholders to, among other things, (i) effect certain amendments to
the Amended and Restated By-laws of Transatlantic (the By-Laws), including an amendment that
would allow Transatlantic stockholders to fix the size of the Transatlantic Board, (ii) remove,
without cause, all members of the Transatlantic Board and (iii) elect Raymond C. Groth, Paul G.
Haggis and Thomas C. Wajnert (each a Nominee and collectively, the Nominees) to the
Transatlantic Board to serve as directors of Transatlantic until the next annual meeting of
Transatlantic stockholders (collectively, the Original Proposals).
As previously disclosed, on November 18, 2011, Transatlantic filed a complaint against Validus and
TV Merger Sub, LLC (the Defendants) in the Delaware Court of Chancery asking that the Court: (a)
declare two of the Original Proposals seeking to amend the Transatlantic By-laws invalid and void
under Delaware law; (b) declare that the Defendants, if they elect to move forward with their
consent solicitation, must request a new record date and otherwise comply with Section 6.4(b) of
Transatlantics By-laws; (c) enjoin the Defendants from moving forward with their consent
solicitation unless and until such time as these proposals are removed from their consent
solicitation materials, a new notice containing all information required by the Transatlantic
By-laws is submitted to Transatlantic, a new record date is requested in such notice and a new
consent solicitation is mailed to Transatlantic stockholders as of the newly established record
date; and (d) grant such other and further relief as the Court may deem just and proper.
On the evening of November 18, 2011, a Validus representative electronically delivered to
Transatlantic representatives a request for a new record date in connection with Validus proposed
solicitation of written consents from Transatlantic stockholders. The request was accompanied by a
new set of proposals, which exclude the two Original Proposals that Transatlantic challenged in its
complaint. The new Proposals seek, among other things, to remove five of Transatlantics seven
directors, and elect the three Validus Nominees. Transatlantic will respond to Validus request for
a new record date in due course.
Amendment No. 20, dated November 21, 2011, to the
Solicitation/Recommendation Statement on Schedule 14D-9 related to the Validus exchange offer is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Merger Agreement with Alleghany Corporation
On
November 21, 2011, Transatlantic issued a joint press release with Alleghany Corporation
(Alleghany) announcing the execution of an Agreement and Plan of Merger, dated as of November 20,
2011. A copy of the press release is attached hereto as
Exhibit 99.2 and is incorporated
herein by reference.
Additionally, on November 21, 2011, Transatlantic disseminated an investor presentation and certain
communications to its employees and trading partners discussing the proposed transaction. Copies
of such communications are attached as Exhibit 99.3 and
Exhibit 99.4
and are incorporated herein by reference.
Table of Contents
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on
current expectations, estimates and projections about the industry and markets in which Alleghany
and Transatlantic operate and beliefs of and assumptions made by Alleghany management and
Transatlantic management, involve uncertainties that could significantly affect the financial
results of Alleghany or Transatlantic or the combined company. Words such as expects,
anticipates, intends, plans, believes, seeks, estimates, variations of such words and
similar expressions are intended to identify such forward-looking statements, which generally are
not historical in nature. Such forward-looking statements include, but are not limited to,
statements about the benefits of the transaction involving Alleghany and Transatlantic, including
future financial and operating results, the combined companys
plans, objectives, ratings, expectations and
intentions. All statements that address operating performance, events or developments that we
expect or anticipate will occur in the future including statements relating to creating value
for stockholders, increasing capital and investments, achieving diversification and returns with
minimal integration risk, maintaining financial ratings, integrating our companies, providing
stockholders with a more attractive currency, and the expected timetable for completing the
proposed transaction are forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that are difficult to
predict. Although we believe the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our expectations will be attained
and therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. For example, these forward-looking statements could
be effected by factors including, without limitation, risks associated with the ability to
consummate the merger and the timing of the closing of the merger; the ability to successfully
integrate our operations and employees; the ability to realize anticipated benefits and
synergies of the transaction; the potential impact of announcement of the transaction or
consummation of the transaction on relationships, including with employees, credit rating agencies,
customers and competitors; the ability to retain key personnel; the ability to achieve targets for
investment returns, revenues, and book value per share; risks that the unsolicited exchange offer
and consent solicitation commenced by Validus Holdings, Ltd. disrupt current plans and operation;
changes in financial markets, interest rates and foreign currency exchange rates; greater frequency
or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of
each partys loss reserves; the cyclical nature of the property and casualty insurance industry;
and those additional risks and factors discussed in reports filed with the Securities and Exchange
Commission (SEC) by Alleghany and Transatlantic from time to time, including those discussed
under the heading Risk Factors in their respective most recently filed reports on Form 10-K and
10-Q. Neither Alleghany nor Transatlantic undertakes any duty to update any forward-looking
statements contained herein.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Alleghany intends to file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of Alleghany and Transatlantic that
also constitutes a prospectus of Alleghany. Transatlantic and Alleghany also plan to file other
relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy
of the joint proxy statement/prospectus (if and when it becomes available) and other relevant
documents filed by Alleghany and Transatlantic with the SEC at the SECs website at 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.
Alleghany and Transatlantic and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about Alleghanys directors and executive
officers is available in Alleghanys proxy statement dated March 17, 2011 for its 2011 Annual
Meeting of Stockholders. Information about Transatlantics directors and executive
officers is available in Transatlantics proxy statement dated April 8, 2011 for its 2011 Annual
Meeting of Stockholders. Other information regarding the participants in the proxy solicitation
and a description of their direct
Table of Contents
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. You may
obtain free copies of these documents from Alleghany or Transatlantic using the sources indicated
above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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 Holdings, Ltd. (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. 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,
Alleghany and their respective 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. Information
about Alleghanys directors and executive officers is available
in Alleghanys proxy statement dated March 17, 2011 for its 2011
Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1
|
Amendment 20 to Solicitation/Recommendation Statement (incorporated by reference from Transatlantic Holdings, Inc.s Schedule 14D-9/A dated November 21, 2011). | |
99.2
|
Press release dated as of November 21, 2011. | |
99.3
|
Investor presentation slides. | |
99.4
|
Memo to Transatlantic employees dated November 21, 2011. |
Table of Contents
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: November 21, 2011
Table of Contents
Exhibit Index
Exhibit No. | Description | |
99.1
|
Amendment 20 to Solicitation/Recommendation Statement (incorporated by reference from Transatlantic Holdings, Inc.s Schedule 14D-9/A dated November 21, 2011). | |
99.2
|
Press release dated as of November 21, 2011. | |
99.3
|
Investor presentation slides. | |
99.4
|
Memo to Transatlantic employees dated November 21, 2011. | |