Validus Offer Provides ‘Full & Fair Value’

Bermuda’s Validus today [Nov.14] announced that the total value of its offer, based on the company’s closing share price on November 11, is $58.001 per Transatlantic Holdings, Inc. 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. Validus has been attempting to take over New York insurer Transatlantic for several months, repeatedly stymied by the company’s board.

Earlier this year Transatlantic rejected a takeover offer from Warren Buffett’s Berkshire Hathaway and later called off a planned merger with Allied World Assurance in the face of overwhelming opposition from shareholders.

A hostile offer for the company remains on the table from Validus Holdings. Validus has now taken its offer directly to Transatlantic shareholders and has taken steps to replace Transatlantic’s board.

Edward J. Noonan [pictured], Validus’ chairman and CEO, 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 US 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.

Validus’ 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
• 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,” said a Validus spokesman .” 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 percent premium to Transatlantic’s closing share price on November 11, 2011, and a 31.8% premium to Transatlantic’s unaffected closing share price on June 10, 2011.

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.

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