In dueling press releases both Allied World Assurance and Validus Holdings reaffirmed their respective positions in their competing efforts to acquire the outstanding shares of Transatlantic Holdings, Inc.
Bermuda-based Validus noted that it had “delivered to the Board of Directors of Transatlantic a Superior Proposal that provides a 27.1 percent premium to the June 10, 2011 Transatlantic unaffected share price of $44.01, and a 5.3 percent ($2.63 per Transatlantic share) premium to the current implied value of the Allied World transaction. In contrast, the implied value of Allied World’s offer currently represents a 4.3 percent discount to the Transatlantic share price.”
Swiss-based Allied World noted that Transatlantic’s Board had said it remains “committed to the terms of the Allied World Merger Agreement.”
Allied World’s Chairman, President and CEO, Scott Carmilani, stated: “We agree with today’s decision by Transatlantic’s board that the unsolicited proposal set forth by Validus does not constitute a superior proposal.”
He added that the company remains “fully committed to the terms of our merger of equals agreement, which we believe provides the best long-term value and benefits for all shareholders. With integration planning underway and having received Hart-Scott-Rodino clearance, we look forward to completing our merger of equals as early as possible in the fourth quarter.”
However, Validus pointed out that “the Transatlantic Board has offered to engage in discussions and exchange information with Validus, and the Company looks forward to the opportunity to speak with Transatlantic and exchange information regarding Validus’ Superior Proposal.”
Validus also said that it “remains fully committed to its Superior Proposal, and in keeping with that commitment has filed a preliminary proxy statement today with the Securities and Exchange Commission in connection with the special meeting of stockholders of Transatlantic, urging them to vote against the inferior Allied World acquisition in order to preserve the ability of Transatlantic stockholders to benefit from Validus’ Superior Proposal.”
Source: Validus Holdings and Allied World Assurance