Validus Criticises ‘Misleading Statements’
Bermuda’s Validus Holdings, Ltd. today [Nov.7] addressed “certain statements” made by Transatlantic Holdings, Inc. in a recent US Securities & Exchange Commission filing.
Validus has been engaged in a long-running effort to purchase the New York-based insurer.
Edward J. Noonan, Validus’ chairman and CEO [pictured] said: “Despite months of deliberation, the Transatlantic board still fails to act to maximize value for Transatlantic stockholders by entering into a premium transaction with Validus.
“As we have said since the beginning of this process, we believe that the Transatlantic board should act in the best interests of its stockholders and we are fully committed to making our increased offer directly available to Transatlantic stockholders.”
Mr. Noonan said the Transatlantic board “has once again made a number of inaccurate statements” regarding Validus’ increased offer, which had a total value of $55.58 on October 31, 2011 and which is currently valued at $57.34 based on Validus’ closing share price on November 4, 2011.
Validus’ increased offer is comprised of 1.5564 Validus common shares per Transatlantic share, $11.00 in cash per Transatlantic share through a pre-closing dividend financed from new borrowings, and $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.
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 publicly available information as of November 4, 2011 — have already reduced the initially offered $2.00 additional dividend to $1.75.
The investor presentation filed by Validus today highlights:
- Validus’ compelling increased offer which provides a significant cash component and ability to participate in the future upside potential of the combined company.
- A path to completion via the consent solicitation and the increased exchange offer.
- Validus plus Transatlantic is the right combination at the right time. We believe that Validus’ increased offer easily satisfies Transatlantic’s stated strategic objectives while a “go it alone” approach does not.
- Validus addresses Transatlantic’s irresponsible and unsupported statements. Validus believes that Transatlantic’s track record of statements on ratings, capital structure, reserve development, measure of “risk-adjusted” returns and integration risk call into question the credibility of the Transatlantic board.
- Validus is the superior steward for investor capital. Investors get a combined company led by a board and management team with deep industry knowledge and hundreds of millions invested who are committed to maximizing shareholder value.
Mr. Noonan said Validus will soon be mailing to Transatlantic stockholders consent solicitation materials, including a BLUE consent card, which will contain important information as to why Validus believes Transatlantic stockholders need to replace the Transatlantic board with Validus’ highly qualified and independent nominees.
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
