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file | filename |
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8-K - FORM 8-K - TRANSATLANTIC HOLDINGS INC | y93505ae8vk.htm |
EX-2.1 - EX-2.1 - TRANSATLANTIC HOLDINGS INC | y93505aexv2w1.htm |
EX-4.1 - EX-4.1 - TRANSATLANTIC HOLDINGS INC | y93505aexv4w1.htm |
EX-10.1 - EX-10.1 - TRANSATLANTIC HOLDINGS INC | y93505aexv10w1.htm |
EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INC | y93505aexv99w1.htm |
EX-99.3 - EX-99.3 - TRANSATLANTIC HOLDINGS INC | y93505aexv99w3.htm |
Exhibit 99.2
Transatlantic Re To Combine With Alleghany
Employee Frequently Asked Questions and Answers
What does todays announcement mean?
We have announced a definitive agreement under which Alleghany will combine with Transatlantic,
whose stockholders will receive aggregate consideration currently valued at $59.79 per share based
on Alleghanys closing price on November 18, 2011, consisting of stock and cash.
What approvals will be required?
The transaction is subject to customary regulatory approvals, closing conditions and approvals by
the companies respective stockholders. It is not subject to a financing condition.
When will the transaction be completed?
We expect the transaction to close in the first quarter of 2012.
What will happen to our ratings?
Following completion of the transaction, Transatlantic will become an independent subsidiary of
Alleghany. It is expected that Transatlantic will maintain its current ratings of A+ from
Standard & Poors and A from A.M. Best, which will enable the company to preserve its current
industry-leading franchise.
Why is Transatlantic entering this transaction?
After a thorough, deliberate review, our Board of Directors unanimously concluded that partnering
with Alleghany delivers immediate value to our stockholders, while providing a unique and
compelling opportunity to create long-term value by combining the strength of the Transatlantic
franchise and balance sheet with Alleghanys leading U.S. specialty insurance platform and superior
investment track record.
Importantly, throughout our review, we evaluated potential transactions based on several
fundamental criteria, including the ability to offer compelling value to our stockholders, maintain
strong ratings for Transatlantic, provide certainty of completion, and create significant upside
potential for stockholders. Combining with Alleghany meets all these criteria.
In addition, both companies are complementary. While there is virtually no overlap in underwriting
operations, the cultures are highly compatible, which we believe will make integration seamless and
efficient.
Who is Alleghany?
Alleghany Corporation, through its subsidiaries (including RSUI) engages in the property and
casualty, and surety insurance business in the United States.
What will happen between now and closing?
Prior to closing both companies will continue to operate independently. During this time it is
business as usual.
What will happen after closing?
Once the deal closes, we expect the deal to have little or no impact on our underwriting
activities, as the two companies have complementary businesses with virtually no overlap.
Transatlantic will continue to execute on its current business plan.
What will the management structure look like after closing?
Bob Orlich will retire as CEO at the end of 2011, and will continue to serve as a Director and
Senior Adviser to Transatlantic.
Mike Sapnar will retain his current role as Transatlantics President and become CEO on Jan 1,
2012.
Once the deal closes, Joe Brandon, the former CEO of General Re, will become Chairman of
Transatlantics Board. Three of our current Board Members will be joining Alleghanys Board, which
will expand from 11 to 14 to accommodate them.
How will this transaction impact our existing relationships with clients or brokers?
For our customers and brokers, business as usual means the preservation of the Transatlantic brand
as a separate entity, with our own perspective and risk appetite. Our customers and brokers have
shown confidence in us in the past, and we will continue to reward their confidence in the future.
In the immediate future (prior to closing) we are legally obliged to act as totally independent
companies (which will not be difficult given our almost complete lack of overlap), and there will
be no change in our risk appetite as we approach the January 1st renewals. Business as
usual means business as usual.
You can tell a client or broker that this is great news for Transatlantic. This combination
strengthens our capital base, provides us with long term stability and solidifies our position in
the global re/insurance market place. The two companies have very complementary businesses and they
should not see any change in our appetite and service.
Will there be any office closures?
We do not expect to leave any markets as a result of the transaction.
Will there be any layoffs?
We believe that the integration will be seamless and efficient given that Transatlantic will become
an independent subsidiary of Alleghany, that there is virtually no business overlap, and that the
cultures are similar. As such, we do not expect layoffs within our underwriting operations as a
result of the transaction. Be assured that we are committed to honest and prompt communication
about all aspects of the integration. You will be updated regularly about the integration process
and any changes will be communicated quickly and transparently.
Will there be any changes to my salary? What about health, retirement or other benefits?
No. Your salary and benefits will remain unchanged as a result of this transaction.
What should I say if I am contacted by the media or any other third-party?
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.
Who can I contact with questions?
We are committed to keeping you informed throughout this process. If you do have questions, please
ask your manager, or feel free to reach out to Gary Schwartz, EVP & General Counsel at (212)
365-2050 or via email at gschwartz@transre.com.
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 affected 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 our operations and employees; the ability to realize anticipated benefits and synergies
of the transaction; the potential impact of the 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 press release.
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. 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.