Validus Holdings, Ltd. : Validus' Offer Has Total Value of $58.00 Per Transatlantic Share
11/14/2011| 06:05am US/Eastern

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Consent Solicitation record date set for November 22, 2011
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Validus' offer provides compelling, and full and fair value to
Transatlantic stockholders
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Transatlantic stockholders will decide the outcome, not the
Transatlantic board
Validus Holdings, Ltd. (NYSE: VR) ("Validus") today announced that the
total value of its offer, based on Validus' closing share price on
November 11, 2011, is $58.001 per Transatlantic Holdings,
Inc. (NYSE: TRH) ("Transatlantic") share, which provides compelling, and
full and fair value to Transatlantic stockholders. Validus also noted
that a record date of November 22, 2011 has been set that will allow
Validus to pursue its Consent Solicitation to replace the Transatlantic
board with three highly qualified and independent nominees: Raymond C.
Groth, Paul G. Haggis and Thomas C. Wajnert.
Edward J. Noonan, Validus' Chairman and Chief Executive Officer, said,
"Validus' offer, which had a total value of $58.00 per Transatlantic
share as of Friday's market close, provides compelling value to
Transatlantic stockholders and a meaningful premium to Transatlantic's
current market price. The setting of the record date allows us to move
forward with the consent solicitation process to replace the
Transatlantic board and empowers Transatlantic stockholders to exercise
their rights. Transatlantic's stockholders, not the Transatlantic board,
will have the right to determine the future of their investment."
Validus will file a definitive Consent Solicitation statement with the
Securities and Exchange Commission promptly following the record date
and will thereafter mail Consent Solicitation materials, including a
BLUE consent card, to Transatlantic stockholders. These materials will
contain important information as to why Validus believes Transatlantic
stockholders need to replace the Transatlantic board with three highly
qualified and independent nominees.
About Validus' offer
Validus' offer is comprised of:
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1.5564 Validus common shares per Transatlantic share;
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$11.00 in cash per Transatlantic share, through a pre-closing dividend
financed from new borrowings; and
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An additional $1.75 in cash per Transatlantic share through a
pre-closing dividend funded from available cash on hand at
Transatlantic, subject to the impact of additional Transatlantic share
repurchases described below.
As the Transatlantic board continues to repurchase Transatlantic shares
from selling stockholders, the Transatlantic board is causing the
aggregate amount available for the initially offered $2.00 cash per
share pre-closing dividend, which would be paid to all Transatlantic
stockholders in the Validus transaction, to be reduced on a
dollar-for-dollar basis. Transatlantic's share repurchases after October
31, 2011 through November 3, 2011 (based on the most recent publicly
available information as of November 11, 2011), have already reduced the
initially offered $2.00 additional dividend to $1.75.
Validus' offer, including the additional cash dividend of $1.75 per
share, represented a 5.6%2 premium to Transatlantic's closing
share price on November 11, 2011, and a 31.8%3 premium to
Transatlantic's unaffected closing share price on June 10, 2011.
All investor presentation materials can be found at
www.transactioninfo.com/validus or on the "Investor Relations" section
of Validus' website, located at www.validusholdings.com.
1 Based on Validus' closing share price on November 11, 2011
and assuming a $1.75 additional dividend (based on Transatlantic's share
repurchases after October 31, 2011 through November 3, 2011).
2 Based on Transatlantic's $54.91 closing share price on
November 11, 2011, and Validus' $29.07 closing share price on November
11, 2011.
3 Based on Transatlantic's $44.01 closing share price on June
10, 2011, and Validus' $29.07 closing share price on November 11, 2011.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. is a provider of reinsurance and insurance,
conducting its operations worldwide through two wholly-owned
subsidiaries, Validus Reinsurance, Ltd. and Talbot Holdings Ltd. Validus
Re is a Bermuda based reinsurer focused on short-tail lines of
reinsurance. Talbot is the Bermuda parent of the specialty insurance
group primarily operating within the Lloyd's insurance market through
Syndicate 1183.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both with
respect to Validus and its industry, that reflect Validus' current views
with respect to future events and financial performance. Statements that
include the words "expect," "intend," "plan," "believe," "project,"
"anticipate," "will," "may," "would" and similar statements of a future
or forward-looking nature are often used to identify forward-looking
statements. All forward-looking statements address matters that involve
risks and uncertainties, many of which are beyond Validus' control.
Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such
statements and, therefore, you should not place undue reliance on any
such statements. Validus believes that these factors include, but are
not limited to, the following: 1) uncertainty as to whether Validus will
be able to enter into or consummate the proposed transaction on the
terms set forth in Validus' proposal; 2) uncertainty as to the actual
premium that will be realized by Transatlantic stockholders in
connection with the proposed transaction; 3) failure to realize the
anticipated benefits (including combination synergies) of the proposed
transaction, including as a result of delay in completing the
transaction or integrating the businesses of Validus and Transatlantic;
4) uncertainty as to the long-term value of Validus voting common
shares; 5) unpredictability and severity of catastrophic events; 6)
rating agency actions; 7) adequacy of Validus' or Transatlantic's risk
management and loss limitation methods; 8) cyclicality of demand and
pricing in the insurance and reinsurance markets; 9) Validus' ability to
implement its business strategy during "soft" as well as "hard" markets;
10) adequacy of Validus' or Transatlantic's loss reserves; 11) continued
availability of capital and financing; 12) retention of key personnel;
13) competition in the insurance and reinsurance markets; 14) potential
loss of business from one or more major reinsurance or insurance
brokers; 15) the credit risk Validus assumes through its dealings with
its reinsurance and insurance brokers; 16) Validus' or Transatlantic's
ability to implement, successfully and on a timely basis, complex
infrastructure, distribution capabilities, systems, procedures and
internal controls, and to develop accurate actuarial data to support the
business and regulatory and reporting requirements; 17) general economic
and market conditions (including inflation, volatility in the credit and
capital markets, interest rates and foreign currency exchange rates);
18) the integration of businesses Validus may acquire or new business
ventures Validus may start; 19) the legal, regulatory and tax regimes
under which Validus operates; 20) the effect on Validus' or
Transatlantic's investment portfolios of changing financial market
conditions, including inflation, interest rates, liquidity and the
recent downgrade of U.S. securities by Standard & Poor's and the
possible effect on the value of securities in Validus' and
Transatlantic's investment portfolios, as well as other factors; 21)
acts of terrorism or outbreak of war or hostilities; 22) availability of
reinsurance and retrocessional coverage; and 23) the outcome of
transaction related litigation, as well as management's response to any
of the aforementioned factors.
The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the Risk
Factors included in Validus' and Transatlantic's most recent reports on
Form 10-K and Form 10-Q and other documents of Validus and Transatlantic
on file with the Securities and Exchange Commission. Any forward-looking
statements made in this press release are qualified in their entirety by
these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by Validus will be realized
or, even if substantially realized, that they will have the expected
consequences to, or effects on, Validus or its business, operations or
financial condition. Except to the extent required by applicable law,
Validus undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
The contents of any websites referenced in this press release are not
incorporated by reference herein.
Additional Information about the Proposed Transaction and Where to
Find It:
Validus has commenced an exchange offer to acquire all of the
outstanding shares of common stock of Transatlantic. This press release
is for informational purposes only and does not constitute an offer to
exchange, or a solicitation of an offer to exchange, shares of
Transatlantic common stock, nor is it a substitute for the Tender Offer
Statement on Schedule TO or the prospectus/offer to exchange included in
the Registration Statement on Form S-4 (including the letter of
transmittal and related documents and as amended and supplemented from
time to time, the "Exchange Offer Documents") filed by Validus with the
Securities and Exchange Commission. The Registration Statement on Form
S-4 has been declared effective by the Securities and Exchange
Commission. The Exchange Offer will be made only through the Exchange
Offer Documents. This press release is also not a substitute for the
definitive consent solicitation statement that Validus may file with the
Securities and Exchange Commission or any other documents which Validus
may send to its or Transatlantic's stockholders in connection with the
consent solicitation. Investors and security holders are urged to read
the Exchange Offer Documents, the definitive consent solicitation
statement and all other relevant documents that Validus has filed or may
file with the Securities and Exchange Commission if and when they become
available because they contain or will contain important information
about the proposed transaction and the consent solicitation. All such
documents, if filed, will be available free of charge at the Securities
and Exchange Commission's website (www.sec.gov) or by directing a
request to Innisfree M&A Incorporated at (877) 717-3929 (banks and
brokers may call collect at (212) 750?5833).
Participants in the Solicitation:
Validus, its directors and certain of its officers and Validus' nominees
to the Transatlantic board of directors may be deemed to be participants
in any solicitation of Transatlantic stockholders in connection with the
consent solicitation. Information about the participants in the
solicitation is available in the preliminary consent solicitation
statement that Validus filed with the Securities and Exchange Commission
in connection with the consent solicitation. Other information regarding
the participants and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
preliminary consent solicitation statement.

Investors:
Validus Holdings, Ltd.
Jeff Consolino,
President and Chief Financial Officer
Jon Levenson, Executive Vice
President
+1-441-278-9000
or
Innisfree M&A Incorporated
Arthur
Crozier / Jennifer Shotwell / Scott Winter
+1-212-750-5833
or
Media:
Brunswick
Group
Stan Neve / Gemma Hart
+1-212-333-3810
© Business Wire 2011
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