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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92677e8vk.htm |
EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INC | y92677exv99w1.htm |
EX-10.1 - EX-10.1 - TRANSATLANTIC HOLDINGS INC | y92677exv10w1.htm |
EX-99.2 - EX-99.2 - TRANSATLANTIC HOLDINGS INC | y92677exv99w2.htm |
Exhibit 99.3
Dear Colleagues
This morning we sent a letter to our stockholders, advising them that we have terminated our merger
agreement with Allied World. I attach a copy, together with a copy of the press release announcing
it. It has become clear that our stockholders do not believe that the proposed deal truly reflects
the value of our franchise. While this is disappointing, in the end you should take some heart in
their position this is the franchise that you have built.
I want to thank all the people who have contributed so much hard work to the merger effort. As all
underwriters know, not every deal is completed, and not all work is rewarded. However, everyone
involved has my deepest gratitude.
Looking forward, we continue to love our company, and our prospects as an independent company are
certainly bright and something we are excited about. Nevertheless your board, as always, will
continue to entertain and evaluate any serious proposal or opportunity to provide our stockholders
with the fullest value for their investment in us. But we are also committed to continuing to
create value on a standalone basis. One such step, which we also announced, is an increase in our
share buyback program to $600 million by the end of 2012, with $300 million of that by the end of
this year, subject to market conditions.
Turning to day-to-day business, we are on to conference season and then our busiest time of year.
We must not let ourselves be distracted from our customers and brokers. I expect you to rise to the
challenge, remain focused and continue to perform with the same level of professionalism as you
have done so often before. I expect you to communicate with all your contacts, in a positive way,
about the strengths and benefits that we offer them, during this renewal season and in the future.
The strength of our balance sheet, our diversity of products and locations, and the talents of all
our staff (not just you!) will allow us to continue to enhance our service and offerings in the
years ahead.
I expect many customers and brokers will have questions. If they need more details, then please
have them contact me or Mike. If you receive any media or outside questions regarding stockholder
matters, then please refer them to Tom Cholnoky (212) 365 2292.
I will continue to keep you informed, as appropriate.
All the best
Bob
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 risks that the terminated merger
agreement disrupts current plans and operations; risks that the unsolicited Validus exchange offer,
consent solicitation and/or National Indemnity proposal disrupts current plans and operations; the
ability to retain key personnel; 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 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.
Additional Information about the Validus Consent Solicitation
On September 14, 2011, Validus filed a preliminary consent solicitation statement with the SEC
relating to Validuss proposals to, among other things, remove all of Transatlantics directors and
nominate three new directors to the Transatlantic board of directors. Transatlantic will file with
the SEC a consent revocation statement (the Statement) in connection with Validuss solicitation
of written consents. Investors and securityholders are urged to read the Statement and other
documents, when they become available, as they will contain important information. All documents,
including the Statement, 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, its directors and executive officers may be deemed to be participants in a
solicitation of Transatlantics stockholders in connection with the Validus consent solicitation.
Information about Transatlantics directors and executive officers is available in Transatlantics
proxy statement dated April 8, 2011 for its 2011 Annual Meeting of Stockholders. Additional
information regarding the participants in the solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, to the extent applicable, will be contained
in the Statement.