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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y93505ke8vk.htm |
EX-99.3 - EX-99.3 - TRANSATLANTIC HOLDINGS INC | y93505kexv99w3.htm |
EX-99.2 - EX-99.2 - TRANSATLANTIC HOLDINGS INC | y93505kexv99w2.htm |
Exhibit 99.4
TO: ALL TRANSATLANTIC EMPLOYEES
FROM: BOB ORLICH
DATE: NOVEMBER 21, 2011
We have some important and exciting news to share with you today. Transatlantic today announced
that it has signed an agreement under which Transatlantic will combine with Alleghany Corporation
in a transaction valued at approximately $3.4 billion. Attached to this email you will find a copy
of todays press release detailing todays announcement.
Alleghany Corporation is a leading U.S. specialty insurance platform with a superior investment
track record. Through its subsidiaries, Alleghany engages in the property and casualty, and surety
insurance business in the U.S. You can find out more about Alleghany at www.alleghany.com.
Our boards decision to embark on this transaction concludes a lengthy but very thorough process.
In the end, our Board is convinced that Alleghany offers our stockholders compelling value and
growth potential that puts tremendous emphasis on the strength of our franchise and provides
clarity and stability in the midst of the January 1 renewal season.
The combined company will be an industry leader with pro forma net premiums written of $4.7 billion
over the preceding 12 months, greater diversification by product and geography, total stockholders
equity of $5.9 billion, and total capital of $7.2 billion as of September 30, 2011. Transatlantic
will operate as an independent subsidiary of Alleghany, with Mike leading the franchise as CEO and
I will continue to serve as a director. What this means is that Transatlantic will continue to
operate as it always has. We will retain our brand name, and under Alleghanys ownership
structure, will continue to invest in and grow the business.
As an independent subsidiary of Alleghany, Transatlantic will not only enhance its long-term value
creation potential but will also preserve our franchise that we have worked so hard to build over
the last 30-plus years. Importantly, it is also expected that Transatlantic will maintain its
current ratings of A+ from Standard & Poors and A from A.M. Best. Both companies are
complementary with virtually no overlap in their underwriting operations and highly compatible
cultures, which we believe will make integration seamless and efficient. We anticipate no changes
to your day-to-day responsibilities as a result of todays announcement.
As always, we are committed to keeping you informed throughout this process. If you have
additional questions in the meantime, please feel free to reach out to Gary Schwartz, EVP & General
Counsel at (212) 365-2050 or via email at gschwartz@transre.com. Further, as this situation is
likely to generate media interest, it is important that we continue to speak with one voice. If
you receive any questions from the media or any other external parties regarding this matter,
please forward them to Tom Cholnoky at (212) 365-2292.
Thank you for your ongoing focus and continued commitment to Transatlantic I wish all of you a
safe and happy Thanksgiving. I certainly hope you share in our excitement as we head into this
next chapter of our Companys history.
Sincerely,
Bob
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on
current expectations, estimates and projections about the industry and markets in which Alleghany
and Transatlantic operate and beliefs of and assumptions made by Alleghany management and
Transatlantic management, involve uncertainties that could significantly affect the financial
results of Alleghany or Transatlantic or the combined company. Words such as expects,
anticipates, intends, plans, believes, seeks, estimates, variations of such words and
similar expressions are intended to identify such forward-looking statements, which generally are
not historical in nature. Such forward-looking statements include, but are not limited to,
statements about the benefits of the transaction involving Alleghany and Transatlantic, including
future financial and operating results, the combined companys plans, objectives, expectations and
intentions. All statements that address operating performance, events or developments that we
expect or anticipate will occur in the future including statements relating to creating value
for stockholders, increasing capital and investments, achieving diversification and returns with
minimal integration risk, maintaining financial ratings, integrating our companies, providing
stockholders with a more attractive currency, and the expected timetable for completing the
proposed transaction are forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that are difficult to
predict. Although we believe the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our expectations will be attained
and therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. For example, these forward-looking statements could
be effected by factors including, without limitation, risks associated with the ability to
consummate the merger and the timing of the closing of the merger; the ability to successfully
integrate the our operations and employees; the ability to realize anticipated benefits and
synergies of the transaction; the potential impact of announcement of the transaction or
consummation of the transaction on relationships, including with employees, credit rating agencies,
customers and competitors; the ability to retain key personnel; the ability to achieve targets for
investment returns, revenues, and book value per share; risks that the unsolicited exchange offer
and consent solicitation commenced by Validus Holdings, Ltd. disrupts current plans and operation;
changes in financial markets, interest rates and foreign currency exchange rates; greater frequency
or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of
each partys loss reserves; the cyclical nature of the property and casualty insurance industry;
and those additional risks and factors discussed in reports filed with the Securities and Exchange
Commission (SEC) by Alleghany and Transatlantic from time to time, including those discussed
under the heading Risk Factors in their respective most recently filed reports on Form 10-K and
10-Q. Neither Alleghany nor Transatlantic undertakes any duty to update any forward-looking
statements contained in this communication.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Alleghany intends to file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of Alleghany and Transatlantic that
also constitutes a prospectus of Alleghany. Transatlantic and Alleghany also plan to file other
relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy
of the joint proxy statement/prospectus (if and when it becomes available) and other relevant
documents filed by
Alleghany and Transatlantic with the SEC at the SECs website at 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 Alleghany at Alleghany Corporation, 7 Times Square
Tower, New York, New York 10036.
Alleghany and Transatlantic and their respective directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about Alleghanys directors and executive
officers is available in Alleghanys proxy statement dated March 17, 2011 for its 2011 Annual
Meeting of Stockholders. Information about Transatlantics directors and executive officers is
available in Transatlantics proxy statement dated April 8, 2011 for its 2011 Annual Meeting of
Stockholders. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and 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 when it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from Alleghany or Transatlantic using the
sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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 Holdings, Ltd. (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 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.