8-K

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): December 23, 2016

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG

(Exact Name of Registrant as Specified in Charter)

Switzerland	001-32938	98-0681223
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Gubelstrasse 24
Park Tower, 15th Floor

6300 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On December 23, 2016, Allied World Assurance Company Holdings, AG (the “Company”) delivered a memorandum (the “Memorandum”) to its staff concerning the previously announced entry by the Company into an Agreement and Plan of Merger with Fairfax Financial Holdings Limited. A copy of the Memorandum is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Additional Information About the Proposed Acquisition and Where to Find It

This communication relates to a proposed acquisition of the Company by Fairfax Financial Holdings Limited (“Fairfax”) that will become the subject of a registration statement, which will include a proxy statement/prospectus of the Company, to be filed by Fairfax with the U.S. Securities and Exchange Commission (the “SEC”) and which will provide full details of the proposed acquisition and the attendant benefits and risks. This communication is not a substitute for the proxy statement/prospectus or any other document that the Company or Fairfax may file with the SEC or send to their shareholders in connection with the proposed acquisition. Investors and security holders are urged to read the registration statement on Form F-4, including the definitive proxy statement/prospectus, and all other relevant documents filed with the SEC or sent to shareholders as they become available because they will contain important information about the proposed acquisition. All documents, when filed, will be available free of charge at the SEC’s website (www.sec.gov). You may also obtain these documents at the Company’s website (www.awac.com) or by contacting Allied World’s Corporate Secretary, attn.: Theodore Neos, at Allied World Assurance Company Holdings, AG, Park Tower, 15th floor, Gubelstrasse 24, 6300 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.

Participants in the Solicitation

The Company, Fairfax and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed acquisition. Information about the Company’s directors and executive officers is available in the Company’s proxy statement dated March 10, 2016 for its 2016 annual general meeting of shareholders. Information about Fairfax’s directors and executive officers is available in Fairfax’s management proxy circular dated March 11, 2016 for its 2016 annual general 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, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the acquisition when they become available. Investors should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Memorandum, dated December 23, 2016.

2

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: December 23, 2016	By:	/s/ Wesley D. Dupont
	Name:	Wesley D. Dupont
	Title:	Executive Vice President & General Counsel

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Memorandum, dated December 23, 2016.

4

EX-99.1

Exhibit 99.1

MEMO

From:	Allied World Corporate Communications	Date:	12/23/2016
To:	Allied World Staff
c.c.	John McElroy, Bobby Bowden, Faye Cook
Re:	Talking Points: Fairfax/Allied World Announcement

Kindly see below key talking points regarding this week’s announcement.

·This week we announced a “change in ownership” merger agreement with Fairfax Financial Holdings Limited, creating a world leader in property and casualty insurance, reinsurance and investments.

·The combined company will generate over $12 billion of gross premiums written and will rank among the leading insurance companies in North America as measured by market capitalization and premiums written.

·Allied World will become an independent subsidiary of Fairfax and will operate as a separate, decentralized company within Fairfax’s existing portfolio.  This transaction will provide Allied World the backing, resources and investments to continue to grow our global, world-class organization.

·We believe the acquisition will allow us to grow our capabilities, enter into new markets and lines of business where we believe we can create value and best service our trading partners and customers.

·Allied World’s brand is highly complementary to Fairfax’s existing global footprint, and we will continue to operate under our known brand of Allied World.

·We expect very little change in the day-to-day management of our underwriting business or customer service worldwide.

·The transaction is anticipated to close the first half of 2017.

What should I tell my clients/brokers/partners? You can advise that this is great news for Allied World and its customers. The change in ownership will strengthen our capital base, allows us to pursue new business opportunities and improve our position in the global re/insurance market place. It remains business as usual at Allied World so there will be no changes for clients, brokers and business partners.

1

If customers or partners want more information about the merger, where should I direct them? Please suggest they review the press release and investor presentation or listen to the investor call for further details.

·Fairfax Press Release: http://www.fairfax.ca/news/press-releases/press-release-details/2016/Fairfax-Financial-to-Acquire-Allied-World-for-49-Billion-in-Cash-and-Stock/default.aspx

·Fairfax Investor Presentation: http://s1.q4cdn.com/579586326/files/doc_downloads/2016/2016.12-Investor-Presentation_vFinal3.pdf

·Fairfax Investor Call: A replay of the call will be available until 5:00 p.m. Eastern time on January 9, 2017. The replay may be accessed at 1-866-427-6404 (Canada or U.S.) or 1-203-369-0894 (International). Passcode “FAIRFAX”.

If you have further questions, please reach out to your manager or local leadership.

2