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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y91993be8vk.htm |
Exhibit 99.1
For information, contact: | Thomas V. Cholnoky (212) 365-2292 |
TRANSATLANTIC HOLDINGS, INC. CONFIRMS RECEIPT OF UNSOLICITED PROPOSAL
FROM VALIDUS HOLDINGS, LTD.
FROM VALIDUS HOLDINGS, LTD.
Stockholders Need Not Take Action At This Time
New York, N.Y. July 13, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic)
today confirmed that it has received an unsolicited proposal from Validus Holdings, Ltd. (NYSE: VR)
to acquire all of Transatlantics outstanding shares of common stock.
As previously announced on June 12, 2011, Transatlantic entered into a definitive merger
agreement with Allied World Assurance Company Holdings, AG (NYSE: AWH) (Allied World), under
which Transatlantic and Allied World would combine in a merger of equals, with stockholders of
Transatlantic receiving 0.88 Allied World common shares for each share of Transatlantic common
stock (together with cash in lieu of any fractional shares).
Consistent with its fiduciary duties, Transatlantics Board of Directors, in consultation with
its external legal and financial advisors, will carefully consider and evaluate the Validus
proposal in due course and will inform Transatlantic stockholders of its position. Transatlantic
advises stockholders to not take any action at this time and to await the Boards recommendation.
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.
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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 shareholders 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.
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.
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Contacts:
Investors:
Transatlantic Holdings, Inc.
Thomas V. Cholnoky
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
Transatlantic Holdings, Inc.
Thomas V. Cholnoky
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
or
Georgeson Inc.
Donna Ackerly
1-212-440-9837
dackerly@georgeson.com
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