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Spurned by Transatlantic, Validus seeks board changes


NEW YORK (Reuters)—Bermuda-based reinsurer Validus Holdings Ltd. said it was looking to replace the board of Transatlantic Holdings Inc., which had failed to accept a sweetened takeover offer worth around $55.35 per share.

Validus said it had increased its offer to 1.5564 of its shares and $11 per Transatlantic share in cash—a 25.8% premium to Transatlantic's June 10 close.

It said the sweetened offer also included an up to $2-per-share cash dividend, which would decrease if Transatlantic uses funds to buy back its shares.

In a letter to Transatlantic, Validus CEO Edward J. Noonan said his company was looking to replace the Transatlantic board with three independent directors.

Transatlantic, currently valued at around $3.3 billion, in September called off a merger with Allied World Assurance Co. Holdings Ltd. in the face of overwhelming shareholder opposition.

It has also said a rival offer from a unit of Warren Buffett's Berkshire Hathaway Inc. was too low.

Validus and Transatlantic in September signed a confidentiality agreement as part of an exchange of information ahead of buyout talks.

But, just days after Transatlantic said it was in talks with Validus, it was also reported to be in discussions with Enstar Group, another Bermuda-based company, which has hedge fund manager J. Christopher Flowers as one of its largest shareholders.

Shares of Transatlantic closed at $52.23 on Wednesday on the New York Stock Exchange. Validus closed at $27.21.

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