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8-K - FORM 8-K - Allied World Assurance Co Holdings, AG | y92542de8vk.htm |
Exhibit 99.1
ALLIED WORLD AND TRANSATLANTIC HOLDINGS IDENTIFY ADDITIONAL
$80 MILLION OF MERGER SYNERGIES
$80 MILLION OF MERGER SYNERGIES
Allied World Reaffirms Commitment To Merger Agreement At Current Terms
New Investor Presentation Filed Detailing Revised Synergy Estimates and Opportunities
Zug, Switzerland September 7, 2011 Allied World Assurance Company Holdings, AG (NYSE: AWH)
today announced significant new merger-related synergies that can be achieved through the
combination with Transatlantic Holdings, Inc. (NYSE: TRH). Allied World now estimates an annual
run rate of over $160 million in synergies, an $80 million increase over the $80 million of
synergies originally announced. The new estimate excludes revenue synergies and any potential
upside from the utilization of excess capital. Operating cost synergy estimates are unchanged.
This increased level of synergies represents an estimated capitalized
value of $12.04 per pro forma share of TransAllied, an increase of $6.02 per pro forma share from what was originally contemplated when
the merger agreement was announced. It also represents an estimated capitalized value of approximately $10.58 per share
to Transatlantics shareholders, an increase of $5.29 per share from the original projection.
These estimates were calculated based on a 7.0x price to earnings multiple.
Having spent significant time with the TransAllied team since our announcement, both companies
believe that these incremental merger synergies are achievable in a combination of Allied World and
Transatlantic, said Scott Carmilani, Chairman, President and Chief Executive Officer of Allied
World. We identified these new synergies through the careful and thorough merger integration
planning between Allied World and Transatlantic over the past few months. Our revised estimate,
double our initial projection, remains conservative and continues to exclude any revenue
synergies and incremental capital upside that we think can ultimately be achieved in the merger.
We remain steadfast in our commitment to the current terms of our merger agreement with
Transatlantic. Shareholders of Transatlantic and Allied World should
vote on the merits of the current terms of our merger agreement. As we continue to believe that our deal provides the best
long-term value for all shareholders we have no plans to adjust the terms of the merger agreement.
We look forward to closing our transaction as early as possible in the fourth quarter and realizing
the unique, significant incremental synergies and growth that our two highly complementary
businesses can achieve together after the closing, Mr. Carmilani concluded.
Allied World has filed an updated investor presentation with the Securities and Exchange Commission
(SEC) regarding the Companys previously announced merger agreement with Transatlantic, which
showcases the details of the new synergies. The presentation will be available under the Investor
Relations portion of www.awac.com.
Allied World asks shareholders to vote for the proposals associated with the TransAllied merger
agreement by signing, dating and returning their white proxy card promptly.
Shareholders should contact MacKenzie Partners, Inc., who is assisting Allied World with the
proxy solicitation, at (800) 322-2885 for copies of the proxy materials or questions concerning the
merger.
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), and the SEC declared effective on August 18, 2011, a registration statement
on Form S-4 that includes a 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 joint proxy statement/prospectus, and all other relevant
documents filed with the SEC 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
investor_relations@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, is contained in the joint proxy statement/prospectus and may be
contained in 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.
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
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com
1-646-794-0750
keith.lennox@awac.com