Published: August 07, 2011
Transatlantic Holdings, Inc. Confirms Receipt of Acquisition Proposal from National Indemnity
NEW YORK - (BUSINESS WIRE) - Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic" ) today
confirmed that Transatlantic has received a proposal from National
Indemnity Company ("National Indemnity" ), a member of the group of
insurance companies of Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B), to
acquire all of Transatlantic's outstanding shares of common stock for
$52.00 per share.
Consistent with its fiduciary duties, Transatlantic's Board of
Directors, in consultation with its independent legal and financial
advisors, will carefully consider and evaluate the proposal from
National Indemnity and will inform Transatlantic stockholders of the
Board's position. Transatlantic advises stockholders to take no action
at this time and to await the Board's recommendation.
A copy of the letter sent to Robert F. Orlich, Transatlantic's President
and Chief Executive Officer, follows.
August 5, 2011
|
Mr. Robert Orlich
|
|
President & CEO
|
|
Transatlantic Holdings, Inc.
|
|
80 Pine Street
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New York, NY 10005
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Dear Bob:
As you can imagine, subsequent to our telephone conversation yesterday,
I have been watching the screen all morning. With your stock trading at
$45.83, I have to believe that you will find our offer to buy all of
Transatlantic shares outstanding at $52.00 per share to be an attractive
offer. As such, I am now writing to formally inform you of National
Indemnity's commitment to do so at $52.00 per share under customary
terms for a stock purchase agreement of a publicly traded company to be
agreed (but not subject to any due diligence review or financing
condition of any nature). This commitment is subject to:
-
A formal response from you no later than the close of business,
Monday, August 8, 2011.
-
Should you decide to accept this offer, your agreement that should the
deal not close for any reasons that are under your control by December
31, 2011, a break-up fee of $75.0 million would be paid to us.
-
Your commitment that until the deal closes, you will continue to
manage the affairs of the company in a manner that is consistent with
how you have managed it historically.
I have deliberately tried to be brief and to the point. I will be happy
to discuss any details that you would like at your convenience. I can be
reached at [number withheld] (work), [number withheld] (cell) or [number
withheld] (home).
Regards,
Ajit Jain
AJ/bw
On June 12, 2011, Transatlantic entered into a definitive merger
agreement with Allied World Assurance Company Holdings, AG (NYSE: AWH)
("Allied World" ), under which Transatlantic and Allied World would
combine in a merger of equals, with stockholders of Transatlantic
receiving 0.88 Allied World common shares for each share of
Transatlantic common stock (together with cash in lieu of any fractional
shares) (the "Allied World Merger Agreement" ). The Transatlantic Board
of Directors reaffirms its recommendation of, and its declaration of
advisability with respect to, the Allied World Merger Agreement.
Goldman, Sachs & Co. and Moelis & Co. 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.
Additional Information about the Proposed Merger with Allied World
and Where to Find It
Allied World has filed with the Securities and Exchange Commission
("SEC" ) a registration statement on Form S-4 that includes a preliminary
joint proxy statement of Transatlantic and Allied World that also
constitutes a prospectus of Allied World in connection with a proposed
merger between Transatlantic and Allied World. This communication is not
a substitute for the joint proxy statement/prospectus or any other
document that Transatlantic or Allied World may file with the SEC or
send to their stockholders in connection with the proposed merger. Investors
and security holders are urged to read the registration statement on
Form S-4, including the preliminary joint proxy statement/prospectus
filed and other relevant documents that will be filed with the SEC
(including the definitive joint proxy statement/prospectus), 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).
You may also obtain these documents by contacting Transatlantic's
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 Allied World's Corporate Secretary, attn.: Wesley D.
Dupont, at Allied World Assurance Company Holdings, AG, Lindenstrasse 8,
6340 Baar, Zug, Switzerland, or via e-mail at secretary@awac.com.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
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 SEC's website (www.sec.gov).
You may also obtain these documents by contacting Transatlantic's
Investor Relations department at Transatlantic Holdings, Inc., 80 Pine
Street, New York, New York 10005, or via e-mail at investor_relations@transre.com.
Participants in the Solicitation
Transatlantic, Allied World and their respective directors and executive
officers may be deemed to be participants in any solicitation of proxies
in connection with the proposed merger. Information about
Transatlantic's directors and executive officers is available in
Transatlantic's proxy statement dated April 8, 2011 for its 2011 Annual
Meeting of Stockholders and the preliminary joint proxy
statement/prospectus on Form S-4/A related to the proposed merger, which
was filed by Allied World with the SEC on August 5, 2011. Information
about Allied World's directors and executive officers is available in
Allied World's proxy statement dated March 17, 2011 for its 2011 Annual
Meeting of Shareholders and the preliminary joint proxy
statement/prospectus on Form S-4/A related to the proposed merger, which
was filed with the SEC on August 5, 2011. Additional information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, to the extent applicable, will be contained in the definitive
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
before making any voting or investment decisions.
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 the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; the inability to obtain Transatlantic's or Allied
World's stockholder approval or the failure to satisfy other conditions
to completion of the proposed merger with Allied World, including
receipt of regulatory approvals; risks that the proposed merger disrupts
current plans and operations; risks that the unsolicited Validus
exchange offer and/or National Indemnity proposal disrupts current plans
and operations, including the proposed merger; the ability to retain key
personnel; the ability to recognize the benefits of the proposed merger;
the amount of the costs, fees, expenses and charges related to the
proposed merger, the Validus exchange offer and the National Indemnity
proposal; 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 management's response to these factors; and other risks detailed
in the "Cautionary Statement Regarding Forward-Looking Information,"
"Risk Factors" and other sections of Transatlantic's Form 10-K and other
filings with the 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.
Investors:
Transatlantic Holdings, Inc.
Thomas
V. Cholnoky, 1-212-365-2292
Senior Vice President, Investor
Relations
investor_relations@transre.com
or
Georgeson
Inc.
Tom Gardiner / 1-212-440-9872
Donna Ackerly /
1-212-440-9837
transatlantic@georgeson.com
or
Media:
Joele
Frank, Wilkinson Brimmer Katcher
Steve Frankel/Eric Bonach
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefrank.com
or
Brainerd
Communicators
Anthony Herrling/JoAnne Barrameda
1-212-986-6667
Ex.
738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com
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