0000950123-11-066612.txt : 20110720 0000950123-11-066612.hdr.sgml : 20110720 20110719173525 ACCESSION NUMBER: 0000950123-11-066612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110719 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110720 DATE AS OF CHANGE: 20110719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Allied World Assurance Co Holdings, AG CENTRAL INDEX KEY: 0001163348 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32938 FILM NUMBER: 11975913 BUSINESS ADDRESS: STREET 1: LINDENSTRASSE 8 CITY: BAAR/ZUG STATE: V8 ZIP: 6340 BUSINESS PHONE: 441-278-5400 MAIL ADDRESS: STREET 1: LINDENSTRASSE 8 CITY: BAAR/ZUG STATE: V8 ZIP: 6340 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE CO HOLDINGS LTD DATE OF NAME CHANGE: 20060615 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE HOLDINGS LTD DATE OF NAME CHANGE: 20011207 8-K 1 y92064e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2011
 
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
 
         
Switzerland
(State or Other Jurisdiction
of Incorporation)
  001-32938
(Commission File Number)
  98-0681223
(I.R.S. Employer
Identification No.)
Lindenstrasse 8
6340 Baar
Zug, Switzerland

(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 41-41-768-1080
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01.   Other Events.
     On July 19, 2011, Allied World Assurance Company Holdings, AG (“Allied World”) issued a press release in response to the decision by the board of directors of Transatlantic Holdings, Inc. (“Transatlantic”) confirming that the unsolicited proposal sent by Validus Holdings, Ltd. to acquire Transatlantic does not constitute a superior proposal compared to the Allied World merger. Allied World, GO Sub, LLC and Transatlantic entered into a previously announced agreement and plan of merger, dated as of June 12, 2011, providing for a merger of equals business combination of Allied World and Transatlantic. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit    
Number   Description
99.1  
Press release, dated July 19, 2011.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
 
 
Dated: July 19, 2011  By:   /s/ Wesley D. Dupont    
    Name:   Wesley D. Dupont   
    Title:   Executive Vice President, General Counsel and Corporate Secretary   
 
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EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1  
Press release, dated July 19, 2011.

 

EX-99.1 2 y92064exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
ALLIED WORLD REAFFIRMS POSITION;
STANDS BEHIND TERMS OF TRANSALLIED’S ‘MERGER OF EQUALS’ AGREEMENT
Zug, Switzerland — July 19, 2011 —Allied World Assurance Company Holdings, AG (NYSE: AWH) today commented on the decision by Transatlantic’s (NYSE: TRH) board to “remain 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. Allied World 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.”
Deutsche Bank Securities Inc. is acting as financial advisor and Willkie Farr & Gallagher LLP and Baker & McKenzie are acting as U.S. and Swiss legal counsel, respectively, to Allied World.
About Allied World
Allied World Assurance Company Holdings, AG, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, offering superior client service through a global network of offices and branches. All of Allied World’s rated insurance and reinsurance subsidiaries are rated A by A.M. Best Company, A by Standard & Poor’s, and A2 by Moody’s, and our Lloyd’s Syndicate 2232 is rated A+ by Standard & Poor’s and Fitch. Please visit www.awac.com for further information on Allied World.
Additional Information About the Proposed Merger and Where to Find It
This communication relates to a proposed merger between Allied World and Transatlantic. In connection with the proposed merger, Allied World has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary 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 Allied World or Transatlantic may file with the SEC or send to their shareholders 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, and all other relevant documents filed with the SEC (including the definitive joint proxy statement/prospectus) or sent to shareholders 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 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; or 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. 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.
Participants in the Solicitation
Allied World, Transatlantic 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 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. 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 Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, may 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 definitive joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this communication reflect Allied World’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 Allied World’s or Transatlantic’s shareholder approval or the failure to satisfy other conditions to completion of the merger, including receipt of regulatory approvals; risks that the proposed transaction disrupts each company’s current plans and operations; the ability to retain key personnel; the ability to recognize the benefits of the merger; the amount of the costs, fees, expenses and charges related to the merger; 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 Allied World’s loss reserves; Allied World or its non-U.S. subsidiaries becoming subject to significant income taxes in the United States or elsewhere; 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 factors identified in Allied World’s 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. Allied World 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.

 


 

Contacts
Media:
Faye Cook
VP, Marketing & Communications
1-441-278-5406
faye.cook@awac.com
Mike Pascale/Allyson Morris
The Abernathy MacGregor Group
1-212-371-5999
mmp@abmac.com/afm@abmac.com
Investors:
Keith J. Lennox
Investor Relations Officer
1-646-794-0750
keith.lennox@awac.com