Business & Finance
Tue, September 20, 2011Mon, September 19, 2011Sun, September 18, 2011Fri, September 16, 2011Thu, September 15, 2011Wed, September 14, 2011Tue, September 13, 2011Mon, September 12, 2011Sun, September 11, 2011Sat, September 10, 2011Fri, September 9, 2011Thu, September 8, 2011Wed, September 7, 2011Tue, September 6, 2011Mon, September 5, 2011Sun, September 4, 2011Sat, September 3, 2011Fri, September 2, 2011Thu, September 1, 2011Transatlantic Holdings,;; Inc. Comments on ISS Recommendation
Published in Business and Finance on Monday, September 12th 2011 at 5:58 GMT by Market Wire
NEW YORK--([ BUSINESS WIRE ])--Transatlantic Holdings, Inc. (NYSE: TRH) (aTransatlantica) today issued the following statement in response to Institutional Shareholder Servicesa™ (aISSa) recent report regarding Transatlantica™s proposed merger with Allied World Assurance Company Holdings, AG (NYSE: AWH) (aAllied Worlda):
We are disappointed with the ISS recommendation because a merger with Allied World would accelerate our ability to accomplish our strategic objectives. The Transatlantic Board of Directors entered into the merger with Allied World because we determined that this combination would enable Transatlantic to achieve our key strategic objectives, strengthen our franchise, offer our stockholders an exchange ratio that provided full and fair value, and better preserve our ability to return capital to stockholders while providing them with the ability to share in the long-term potential of the combined company. The Board continues to recommend that stockholders vote FOR the merger agreement with Allied World.
As previously announced, Transatlantic entered into a definitive merger agreement with Allied World on June 12, 2011, 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 Transatlantic Board of Directors reaffirms its recommendation of, and its declaration of advisability with respect to, the Allied World merger agreement.
Transatlantic stockholders who have questions or need assistance in voting their shares should contact the Companya™s proxy solicitor, Georgeson, Inc. at 888-613-9817 (toll-free), or email [ transatlantic@georgeson.com ].
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 a structuring programs for a full range of property and casualty products, with an emphasis on specialty risks.
Visit a" [ www.transre.com ]a" for additional information about Transatlantic.
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 with Allied World; the inability to obtain Transatlantica™s or Allied Worlda™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 managementa™s response to these factors; and other risks detailed in the aCautionary Statement Regarding Forward-Looking Information,a aRisk Factorsa and other sections of Transatlantica™s Form 10-K and other filings with the Securities and Exchange Commission. 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 Proposed Merger with Allied World and Where to Find It
This communication relates to a proposed merger between Transatlantic and Allied World. In connection with the proposed merger, Allied World has filed with the U.S. Securities and Exchange Commission (the aSECa), and the SEC declared effective on August18, 2011, a registration statement on Form S-4, which includes Transatlantica™s proxy statement as part of the joint proxy statement/prospectus, that provides details of the proposed merger and the attendant benefits and risks. 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 joint proxy statement/prospectus, and all other relevant documents filed with the SEC or sent to stockholders 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 SECa™s website ([ www.sec.gov ]). You may also obtain these documents by contacting Transatlantica™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 Worlda™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 Schedule14D-9 with the SEC. Investors and security holders are urged to read the Solicitation/Recommendation Statement on Schedule14D-9 because it contains important information about the Validus Exchange Offer. All documents, when filed, will be available free of charge at the SECa™s website ([ www.sec.gov ]). You may also obtain these documents by contacting Transatlantica™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 Transatlantica™s directors and executive officers is available in Transatlantica™s proxy statement dated April8, 2011 for its 2011 Annual Meeting of Stockholders and Transatlantica™s proxy statement related to the proposed merger, which was filed with the SEC on August19, 2011. Information about Allied Worlda™s directors and executive officers is available in Allied Worlda™s proxy statement dated March17, 2011 for its 2011 Annual Meeting of Shareholders and the joint proxy statement/prospectus related to the proposed merger, which was filed with the SEC on August 19, 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 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.
