Validus appeals directly to Transatlantic shareholders to accept buyout
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NEW YORK—Bermuda reinsurer Validus Holdings Ltd. on Monday appealed directly to shareholders of Transatlantic Holdings Inc. to accept its unsolicited $3.5 billion bid rather than the $3.2 billion buyout proposal by Allied World Assurance Co. Holdings A.G.
Validus said that as a precondition of discussing its proposal, Transatlantic wanted an agreement that would contractually prohibit Validus from pursuing its bid without the approval of New York-based Transatlantic’s board.
“This position is inconsistent with the Transatlantic board’s previously announced determination that the failure to enter into discussions with Validus would result in a breach of its fiduciary duties, and would effectively give the Transatlantic board a veto over our transaction which we cannot accept,” Validus Chairman and CEO Ed Noonan said in a statement.
Validus details offer
In a Monday filing with the Securities and Exchange Commission, Validus detailed its offer of 1.5564 Validus voting common shares and $8 in cash per Transatlantic share. When announced, the deal was worth about $3.5 billion.
Transatlantic had agreed to a merger of equals with Zug, Switzerland-based Allied World Assurance Co. in a deal worth about $3.2 billion.
Validus made its unsolicited bid for Transatlantic soon afterward, and received a reply that the board was unimpressed but open to negotiations.
Validus said its offer is valid until 5 p.m. Sept. 30.
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Transatlantic open to talks with Validus
NEW YORK—Transatlantic Holdings Inc. said late Tuesday that Validus Holdings Ltd.’s recent unsolicited bid for the New York reinsurer doesn’t beat an earlier merger offer from Allied World Assurance Co. Holdings A.G. but that it was open to further negotiations.
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