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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y93313e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
TRANSATLANTIC CONFIRMS RECEIPT OF REVISED VALIDUS EXCHANGE OFFER
WITH CURRENT MARKET VALUE OF $53.35
WITH CURRENT MARKET VALUE OF $53.35
Stockholders Advised to Take No Action Pending Board of Directors Review
NEW YORK November 3, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) (Transatlantic) today
confirmed that Validus Holdings, Ltd. (NYSE: VR) (Validus) has amended the terms of its exchange
offer to acquire all outstanding shares of common stock of Transatlantic. Pursuant to the terms of
the revised exchange offer, Transatlantic stockholders would receive 1.5564 Validus voting common
shares and $11.00 in cash for each share of Transatlantic common stock they own, which represents a
current market value of $53.35 based on the closing price of Validus on November 2, 2011. Validus
has also suggested that Transatlantic cease its current plan to return capital to its stockholders
through stock repurchases in order to fund a $2.00 pre-closing dividend that Validus suggests would
be part of its consideration.
Consistent with its fiduciary duties, Transatlantics Board of Directors, in consultation with its
independent legal and financial advisors, will carefully review and evaluate the revised exchange
offer. Transatlantic stockholders are advised to take no action at this time pending the review of
the revised exchange offer by Transatlantics Board of Directors. Transatlantic intends to make
the Boards position on the revised exchange offer available to stockholders in due course.
The Company noted that it remains in confidential discussions with other parties regarding
potential strategic alternatives. Transatlantic is fully committed to reaching a conclusion to
this process expeditiously. There can be no assurance that these discussions will result in a
proposal or a transaction.
Goldman, Sachs & Co. and Moelis & Company 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 risks that the unsolicited Validus
exchange offer and Validus consent solicitation disrupt 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
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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 (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.
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 October 3, 2011, Validus filed an amended 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 has filed
with the SEC a preliminary consent revocation statement on Schedule 14A (the Preliminary
Revocation Statement) in connection with Validuss solicitation of written consents. Investors and
security holders are urged to read the Preliminary Revocation Statement and Transatlantics
definitive consent revocation statement, when it is available, because they contain important
information. Investors can get the Preliminary Revocation Statement, the definitive revocation
statement, when it is available, and any other relevant documents for free at the SECs website
(www.sec.gov). You may also obtain these documents for free 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.
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, and a description of their
direct or indirect interests, by security holdings or otherwise, is available in Transatlantics
Preliminary Revocation Statement, which was filed with the SEC on September 20, 2011.
# # #
Contacts:
Investors:
Thomas V. Cholnoky
Transatlantic Holdings, Inc.
Senior Vice President, Investor Relations
1-212-365-2292
Transatlantic Holdings, Inc.
Senior Vice President, Investor Relations
1-212-365-2292
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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
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