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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92149e8vk.htm |
Exhibit 99.1
For information, contact: Thomas V. Cholnoky
(212) 365-2292
TRANSATLANTIC BOARD OF DIRECTORS TO REVIEW UNSOLICITED EXCHANGE
OFFER FROM VALIDUS
OFFER FROM VALIDUS
Stockholders Advised To Take No Action At This Time
NEW YORK July 25, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic) today
confirmed that Validus Holdings, Ltd. (NYSE: VR) (Validus) has commenced an unsolicited exchange
offer to acquire all outstanding common shares of Transatlantic. Pursuant to the Validus exchange
offer, Transatlantic stockholders would receive 1.5564 Validus voting common shares and $8.00 in
cash for each share of Transatlantic common stock held (the Exchange Offer).
As previously announced, Transatlantic entered into a definitive merger agreement with Allied
World Assurance Company Holdings, AG (NYSE: AWH) (Allied World) on June 12, 2011 (the Allied
World Merger Agreement), 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). The
Transatlantic Board of Directors reaffirms its recommendation of, and its declaration of
advisability with respect to, the Allied World Merger Agreement.
Transatlantics Board of Directors, consistent with its fiduciary duties and in consultation
with its independent financial and legal advisors, will carefully review and evaluate the Exchange
Offer. Transatlantic stockholders are advised to take no action at this time pending the review of
the Exchange Offer by Transatlantics Board of Directors.
Transatlantic intends to make the Boards position on the Exchange Offer available to
stockholders in a solicitation/recommendation statement on Schedule 14D-9, to be filed with the
Securities and Exchange Commission within the next ten business days and published on
Transatlantics website at www.transre.com.
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 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 Exchange Offer
This communication is neither an offer to purchase nor the solicitation of an offer to sell
any securities. Transatlantic intends to file a solicitation/recommendation statement with respect
to the Exchange Offer with the SEC within 10 business days of the commencement of the Exchange
Offer. Investors and security holders are urged to read the solicitation/recommendation statement
with respect to the Exchange Offer and other relevant documents that are filed with the SEC, as
they become available because they will contain important information about the 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.
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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 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 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.
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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/Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
msherman@joelefrank.com
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
msherman@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