Attached files

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8-K - FORM 8-K - ALTERRA CAPITAL HOLDINGS Ltdd455561d8k.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER - ALTERRA CAPITAL HOLDINGS Ltdd455561dex21.htm
EX-99.1 - JOINT PRESS RELEASE - ALTERRA CAPITAL HOLDINGS Ltdd455561dex991.htm
EX-99.2 - INVESTOR PRESENTATION SLIDES - ALTERRA CAPITAL HOLDINGS Ltdd455561dex992.htm
EX-10.2 - FORM OF PARENT SHAREHOLDER VOTING AGREEMENT - ALTERRA CAPITAL HOLDINGS Ltdd455561dex102.htm
EX-10.1 - FORM OF COMPANY SHAREHOLDER VOTING AGREEMENT - ALTERRA CAPITAL HOLDINGS Ltdd455561dex101.htm
EX-99.4 - LETTER TO EMPLOYEES - ALTERRA CAPITAL HOLDINGS Ltdd455561dex994.htm

Exhibit 99.3

 

LOGO

December 19, 2012

Dear Alterra business partners

It is my pleasure to share with you exciting news for Alterra and its business partners. We announced this morning that Alterra has signed a definitive merger agreement with Markel Corporation. Under the terms of the agreement, Markel will acquire Alterra for an aggregate consideration of approximately $3.13 billion. This transaction, which is subject to customary closing conditions, including shareholder and regulatory approvals, has many positive implications for the competitiveness of Alterra’s global operations and will be a step forward for our underwriting businesses, our shareholders and other stakeholders.

Markel Corporation is a diverse US financial holding company serving a variety of niche markets. Its principal business markets and underwrites specialty insurance products. Markel is viewed as a high quality insurance enterprise with a winning investment strategy, and has consistently had a stock valuation in excess of its peers. The integration of Alterra’s people and franchises is expected to fulfill a key business need in Markel’s strategy to gain scale and diversification in the global market.

For our part, Alterra’s underwriting operations are expected to benefit from the increased scale of the combined company, which will have shareholders’ equity of approximately $6 billion. We believe we have built some of the industry’s strongest market franchises and an organization with talent, drive and determination. Nevertheless, we believe there are advantages to being an even larger player in today’s property and casualty markets, where financial size is often considered a proxy for security and sustainability. This transaction presents an opportunity to take all our businesses to the next level of development.

We believe this merger will be very beneficial to Alterra’s business partners. We expect the transaction to close in the first half of 2013. When it does, we are confident that Markel will be committed to continuing, without interruption, to provide the same level of superior service that you have come to expect as partners of Alterra.

I am sure you will have numerous questions, many of which will be answered in the attached press release and presentation. As detailed in the press release, there will be a joint investors’ conference call at 11.00 a.m. EST today that will be webcast on www.alterracap.com. If you have additional queries, please refer to your normal contacts at Alterra.

I believe the prospects for the combined company are excellent. The “new” Markel is expected to be a market leader in specialty insurance and reinsurance, and be well positioned to provide enhanced security and an even broader product range to our clients and business partners.

Sincerely,

 

LOGO

W. Marston (Marty) Becker

President and CEO

Information Concerning Forward-Looking Statements

This material includes statements about future economic performance, finances, expectations, plans and prospects of Alterra Capital Holdings Limited (“Alterra”) and Markel Corporation (“Markel”), both individually and on a combined basis, that are forward-looking statements for purposes of the safe harbor


provisions of the Private Securities Litigation Reform Act of 1995. There are risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. For further information regarding factors affecting future results of Alterra and Markel, please refer to their Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Reports on Form 10-Q and other documents filed by Alterra and Markel since March 1, 2012 with the Securities Exchange Commission (“SEC”). These documents are also available free of charge, in the case of Alterra, by directing a request to Alterra through Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Markel, by directing a request to Bruce Kay, Investor Relations, at 804-747-0136. Neither Alterra nor Markel undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise.

This material contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about Alterra’s and Markel’s beliefs, plans or expectations, are forward-looking statements. These statements are based on Alterra’s or Markel’s current plans, estimates and expectations. Some forward-looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,” “may,” “should,” “could,” “will,” “estimate,” “predict,” “potential,” “continue,” and similar words, terms or statements of a future or forward-looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this [filing] should not be considered as a representation by Alterra, Markel or any other person that Alterra’s or Markel’s objectives or plans, both individually and on a combined basis, will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding expectations; (b) the adequacy of loss reserves and the need to adjust such reserves as claims develop over time; (c) the failure of any of the loss limitation methods the parties employ; (d) any adverse change in financial ratings of either company or their subsidiaries; (e) the effect of competition on market trends and pricing; (f) cyclical trends, including with respect to demand and pricing in the insurance and reinsurance markets; (g) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere; and (h) other factors set forth in Alterra’s and Markel’s recent reports on Form 10-K, Form 10-Q and other documents filed with the SEC by Alterra and Markel.

Risks and uncertainties relating to the proposed transaction include the risks that: (1) the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; (2) the anticipated benefits of the transaction will not be realized or the parties may experience difficulties in successfully integrating the two companies; (3) the parties may not be able to retain key personnel; (4) the conditions to the closing of the proposed merger may not be satisfied or waived; (5) the outcome of any legal proceedings to the extent initiated against Alterra or Markel or its respective directors and officers following the announcement of the proposed merger is uncertain; (6) the acquisition may involve unexpected costs; and (7) the businesses may suffer as a result of uncertainty surrounding the acquisition. These risks, as well as other risks of the combined company and its subsidiaries may be different from what the companies expect, or have previously experienced, and each party’s management may respond differently to any of the aforementioned factors. These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 to be filed by Alterra and Markel with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.

ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:

This material relates to a proposed transaction between Alterra and Markel that will become the subject of a registration statement, which will include a joint proxy statement/prospectus, to be filed by Alterra and Markel with the SEC. This material is not a substitute for the joint proxy statement/prospectus that Alterra and Markel will file with the SEC or any other document that Alterra or Markel may file with the SEC or Alterra or Markel may send to its shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO


SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All documents, when filed, will be available free of charge at the SEC’s website (www.sec.gov) or, in the case of Alterra, by directing a request to Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Markel, by directing a request to Bruce Kay, Investor Relations, at 804-747-0136.

PARTICIPANTS IN THE SOLICITATION:

Alterra and Markel and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies from both Alterra’s and Markel’s shareholders in favor of the proposed transaction. Information about Alterra’s directors and executive officers and their ownership in Alterra common stock is available in the proxy statement dated March 26, 2012 for Alterra’s 2012 annual general meeting of shareholders. Information about Markel’s directors and executive officers and their ownership of Markel common stock is available in the proxy statement dated March 16, 2012 for Markel’s 2012 annual general meeting of shareholders.