Attached files
file | filename |
---|---|
8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92589e8vk.htm |
EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INC | y92589exv99w1.htm |
Exhibit 99.3
FOR IMMEDIATE RELEASE
TRANSATLANTIC HOLDINGS, INC. COMMENTS ON ISS RECOMMENDATION
Recommends Stockholders Vote FOR Proposed Transaction with Allied World
NEW YORK September 12, 2011 Transatlantic Holdings, Inc. (NYSE: TRH)
(Transatlantic) today issued the following statement in response to Institutional
Shareholder Services (ISS) recent report regarding Transatlantics proposed merger with
Allied World Assurance Company Holdings, AG (NYSE: AWH) (Allied World):
We are disappointed with the ISS recommendation because a merger with Allied World
would accelerate our ability to accomplish our strategic objectives. The Transatlantic
Board of Directors entered into the merger with Allied World because we determined that
this combination would enable Transatlantic to achieve our key strategic objectives,
strengthen our franchise, offer our stockholders an exchange ratio that provided full
and fair value, and better preserve our ability to return capital to stockholders while
providing them with the ability to share in the long-term potential of the combined
company. The Board continues to recommend that stockholders vote FOR the merger
agreement with Allied World.
As previously announced, Transatlantic entered into a definitive merger agreement with Allied
World on June 12, 2011, 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.
Transatlantic stockholders who have questions or need assistance in voting their shares
should contact the Companys proxy solicitor, Georgeson, Inc. at 888-613-9817 (toll-free),
or email transatlantic@georgeson.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. 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 Transatlantic.
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
with Allied World; 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 Validus exchange offer
and/or National Indemnity proposal 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, the Validus exchange offer and the National Indemnity proposal; 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 Securities and Exchange Commission. 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.
Additional Information about the Proposed Merger with Allied World and Where to Find It
This communication relates to a proposed merger between Transatlantic and Allied World. 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, which includes Transatlantics proxy statement as part of
the 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 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
joint proxy statement/prospectus, and all other relevant documents filed with the SEC or sent
to stockholders 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 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,
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.
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 Transatlantics proxy statement related to the proposed merger, which was
filed with the SEC on August 19, 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 joint proxy statement/prospectus related to
the proposed merger, which was filed with the SEC on August 19, 2011. Additional information
regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, to the extent applicable, will be
contained in the 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.
# # #
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/Eric Bonach
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefank.com
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefank.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