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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y93395e8vk.htm |
Exhibit
99.1
November 9, 2011
Dear Stockholders:
We are writing this letter to provide an update on our current strategic alternatives process and
our perspective on recent statements made by Validus Holdings.
Subsequent to terminating the previously announced Allied World merger, Transatlantic entered into
confidentiality agreements with three parties. After failing to submit an offer that adequately
values Transatlantic, Validus made a second inadequate and hostile offer on Thursday, November 3,
2011. In addition, on November 7, 2011, Validus filed an investor presentation containing
inaccurate and misleading comments in an effort to acquire Transatlantics well-regarded franchise
for less than full and fair value.
Transatlantic filed an investor presentation on Friday, November 4, 2011, responding to the
inadequate offer of November 3rd. The Companys response noted, among other things, that Validus
inadequate offer:
| writes down Transatlantics balance sheet by $500 million through an unwarranted reserve charge; | ||
| results in a pro forma balance sheet that is highly leveraged from both a debt-to-capital and catastrophe risk-to-surplus perspective; | ||
| likely results in lower ratings than those currently enjoyed by Transatlantic; | ||
| is unlikely to result in a pro forma company able to responsibly achieve indicated synergies while meeting the suggested return of capital; and | ||
| dilutes Transatlantics book value by 10 percent.1 |
While your Board of Directors continues to oversee discussions with two other parties, we
remain confident that Transatlantics future is bright and that we have a clear path forward to
providing long-term value creation for stockholders should nothing more attractive emerge from
these other discussions.
To that end, on November 7, 2011, Standard & Poors affirmed Transatlantics A+ credit rating and
stable outlook. S&Ps announcement, which we believe is a testament to Transatlantics balance
sheet strength and standalone capabilities, underscores the strength of our franchise. S&P
specifically noted that:
The ratings on Transatlantic and its core operating subsidiaries are based on the groups stand-alone capabilities including its well-diversified mix of business, strong reputation with brokers and clients, strong and disciplined underwriting culture, very strong capital adequacy and liquidity, and conservative investment portfolio.* |
1 | Transatlantic Q3 2011 book value pro forma for completion of announced $300 million of share repurchases. Actual repurchases from September 26, 2011 to November 3, 2011 of 4.2 million shares at an average price of $50.45 for an aggregate amount of $210 million. Projected aggregate amount of repurchase from November 4, 2011 to December 31, 2011 of $90 million at an average of $54.68 assumed price per share (based on Transatlantic stock price as of November 7, 2011). |
The Board has always acted, and will continue to act, in the best interests of stockholders
and is fully committed to concluding this process in a responsible timeframe not one dictated by
Validus self-interested deadlines.
Given our desire to focus on customers and brokers as we enter renewal season, as well as to
conclude discussions with all third parties in a timely manner, we assure you that we are not
interested in engaging in an ongoing daily public debate with Validus or any other party.
For
reference, the investor presentation is available on
Transatlantics website at www.transre.com
by clicking on the Investor Information tab and selecting Presentations, and can be accessed on
the SECs website at www.sec.gov.
We appreciate your continued support.
Sincerely,
Robert F. Orlich
|
Richard S. Press | |
Chief Executive Officer
|
Chairman of the Board |
* | Permission to use quote was neither sought nor obtained. |
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 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 November 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.