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8-K - FORM 8-K - Allied World Assurance Co Holdings, AG | y92064ce8vk.htm |
Exhibit 99.1
ALLIED WORLD SAYS MERGER OF EQUALS WITH TRANSATLANTIC ON TARGET TO CLOSE
Says Merger Of Equals Provides Best Immediate and Long-Term Value And Benefits For All Shareholders
Says Merger Of Equals Provides Best Immediate and Long-Term Value And Benefits For All Shareholders
Zug, Switzerland July 28, 2011 Allied World Assurance Company Holdings, AG (NYSE: AWH) today
issued the following statement on the decision by the board of directors of Transatlantic Holdings,
Inc. (NYSE: TRH) to again reaffirm its recommendation of the Transatlantic and Allied World merger.
In a statement, Allied World said: We fully support the Transatlantic Boards decision to once
again recommend our merger agreement to shareholders and are pleased to learn that the
Transatlantic Board rejected the Validus offer after review with outside advisors. We believe our
transaction provides the best immediate and long-term value and strategic benefits for all
shareholders. The creation of TransAllied offers shareholders a compelling strategic rationale
with superior insurance capabilities, superior currency and demonstrated record of value creation,
a stronger credit profile and risk management platform, and mutually beneficial synergies.
Over the course of the last several weeks, we have spoken to many shareholders of both Allied
World and Transatlantic to assure them of our commitment and to review the economics and strategic
rationale for this combination. We have been pleased with the responses and reactions to date and
we will continue to proactively engage with shareholders. With integration planning well underway,
the regulatory process advancing and having received favorable reactions from the ratings agencies
as to TransAllieds combined financial strength, we look forward to completing our merger of equals
as early as possible and delivering superior value to all shareholders. We look forward to the
successful completion of our transaction, the Company said.
Deutsche Bank Securities Inc. is acting as financial advisor and Willkie Farr & Gallagher LLP and
Baker & McKenzie are acting as U.S. and Swiss legal counsel, respectively, to Allied World.
MacKenzie Partners, Inc. is acting as proxy advisor to Allied World.
About Allied World
Allied World Assurance Company Holdings, AG, through its subsidiaries, is a global provider of
innovative property, casualty and specialty insurance and reinsurance solutions, offering superior
client service through a global network of offices and branches. All of Allied Worlds rated
insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poors,
and A2 by Moodys, and our Lloyds Syndicate 2232 is rated A+ by Standard & Poors and Fitch.
Please visit www.awac.com for further information on Allied World.
Additional Information About the Proposed Merger and Where to Find It
This communication relates to a proposed merger between Allied World and Transatlantic. In
connection with the proposed merger, Allied World has filed with the U.S. Securities and Exchange
Commission (the SEC) a registration statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus that provides details of the proposed merger and the attendant benefits and
risks. This communication is not a substitute for the joint proxy statement/prospectus or any
other document that Allied World or Transatlantic 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, and all other relevant documents filed with the SEC (including the definitive
joint proxy statement/prospectus) or sent to shareholders 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 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; or by contacting Transatlantics Investor Relations department at Transatlantic
Holdings, Inc., 80 Pine Street, New York, New York 10005, or via e-mail at
investorrelations@transre.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
Allied World, Transatlantic 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 Allied Worlds directors and executive officers is available in Allied Worlds proxy
statement dated March 17, 2011 for its 2011 Annual Meeting of Shareholders. Information about
Transatlantics directors and executive officers is available in Transatlantics proxy statement
dated April 8, 2011 for its 2011 Annual Meeting of Shareholders. Other 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 definitive joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this communication reflect Allied Worlds current views with
respect to future events and financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. 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 Allied Worlds or Transatlantics shareholder approval or the
failure to satisfy other conditions to completion of the merger, including receipt of regulatory
approvals; risks that the proposed transaction disrupts each companys current plans and
operations; the ability to retain key personnel; the ability to recognize the benefits of the
merger; the amount of the costs, fees, expenses and charges related to the merger; 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 Allied Worlds loss reserves; Allied World or its non-U.S. subsidiaries
becoming subject to significant income taxes in the United States or elsewhere; 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
factors identified in Allied Worlds 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. Allied World 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.
Contacts
Media:
Faye Cook
VP, Marketing & Communications
1-441-278-5406
faye.cook@awac.com
Faye Cook
VP, Marketing & Communications
1-441-278-5406
faye.cook@awac.com
Mike Pascale/Allyson Morris
The Abernathy MacGregor Group
1-212-371-5999
mmp@abmac.com/afm@abmac.com
The Abernathy MacGregor Group
1-212-371-5999
mmp@abmac.com/afm@abmac.com
Investors:
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com