Transatlantic (TRH) Says Validus (VR) Proposal 'Not Superior' to Allied World's

July 19, 2011 5:26 PM EDT Send to a Friend
Transatlantic Holdings, Inc. (NYSE: TRH) today announced that its Board of Directors, after consultation with its independent financial and legal advisors, has determined that the proposal set forth in the letter received from Validus Holdings, Ltd. (NYSE: VR) on July 12, 2011 to acquire all of the outstanding shares of Transatlantic common stock does not constitute a “Superior Proposal” under the merger agreement that Transatlantic entered into with Allied World Assurance Company Holdings, AG (NYSE: AWH).

he Board has also determined that the Validus proposal is reasonably likely to lead to a Superior Proposal and that the failure to enter into discussions regarding the Validus proposal would result in a breach of its fiduciary duties under applicable law. As a result, the Board has determined to offer to engage in discussions and exchange information with Validus. While the Board has determined that the Validus proposal is reasonably likely to lead to a Superior Proposal, there can be no assurance that the Validus proposal will result in a Superior Proposal or that any transaction with Validus will result from the Validus proposal or Transatlantic’s discussions with Validus.

Pursuant to the Validus proposal, Transatlantic stockholders would receive 1.5564 Validus voting common shares and $8.00 in cash pursuant to a one-time special dividend from Transatlantic for each share of Transatlantic common stock they own.


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