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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y92701ae8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Transatlantic Enters into 10b5-1 Plan in Conjunction with Share Repurchase Plan
NEW YORK September 20, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic or the
Company) today announced that it has entered into a Rule 10b5-1 plan (the Plan) under the
Securities Exchange Act of 1934 to facilitate repurchases of its common stock in connection with
the Companys previously announced $600 million share repurchase plan.
The Plan will become effective on September 26, 2011 and will expire on December 31, 2011, unless
terminated earlier in accordance with its terms. The Rule 10b5-1 plan would allow the Company to
have shares repurchased during periods when it would ordinarily not be permitted to do so because
it may be in possession of material non-public information, of insider trading laws or of
self-imposed trading blackout periods. Repurchases of common shares under the 10b5-1 plan will be
subject to specified parameters and certain price, market volume and timing constraints, as
specified in the Plan. Accordingly, there is no guarantee as to the exact number of shares that
will be repurchased under the Plan.
As previously announced on September 16, 2011, the Transatlantic Board of Directors approved a $600
million open market or negotiated share repurchase program, which adds $455 million to the
Companys existing share repurchase authorization. The Company is committed to repurchasing $300
million of shares through December 31, 2011 and plans to repurchase the remaining $300 million of
shares during 2012. The share repurchase program is intended to be implemented through purchases
made from time to time using a variety of methods, which may include open market or negotiated
purchases or purchases through the Plan, all in accordance with Securities and Exchange Commission
and other applicable legal requirements.
Transatlantic is strongly committed to delivering long-term value and returning capital to our
stockholders, said Richard S. Press, Chairman of the Transatlantic Board of Directors. This
share repurchase program reflects the confidence we have in the fundamentals of our business as
well as our future growth prospects.
Goldman, Sachs & Co. and Moelis & Company LLC are acting as financial advisors and Gibson, Dunn &
Crutcher LLP and Richards, Layton & Finger, P.A. are 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 risks that the terminated merger
agreement with Allied World Assurance
Company Holdings, AG disrupts current plans and operations; risks that the unsolicited Validus
exchange offer, Validus 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
Validus has filed a preliminary consent solicitation statement with the SEC relating to Validus
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 Validus solicitation of written
consents. Investors and security holders 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.
# # #
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@joelefrank.com
Joele Frank, Wilkinson Brimmer Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@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