mends that Allied World shareholders vote in favor of the merger.
The proxy voting and advisory
firm says Transatlantic shareholders
have “a better chance of maximizing
the value of their investment by vot-
ing down the [Transatlantic-Allied
World] transaction.”
Transatlantic
responds by stating
that “a merger with
Allied World would
accelerate our ability to
accomplish our strategic
Later, Validus
makes a regula-
tory filing with the
U.S. Securities and
Exchange Commission
to ask Transatlantic
stockholders to overthrow the
seven-member Transatlantic board
and replace them with three hand-
picked candidates: Raymond C.
Groth, an adjunct professor of
business administration at The
University; Paul G. Haggis, chairman of Alberta Enterprise Corp.;
and Thomas C. Wajnert, a senior
managing director of The Alta
Group.
Noonan says, “Validus believes
the Transatlantic board has repeat-
edly failed to take the necessary
steps to secure greater value for
Transatlantic stockholders and
that Validus’ superior proposal is a
better alternative for Transatlantic
stockholders.” He adds, “…we
believe that Transatlantic stock-
holders should elect a board that
will act to do so.”
Days before the planned Sept.
20 vote, Transatlantic and Allied
World announce they have ended
their attempted merger in what
they call a mutual settlement.
““Validus believes the Transatlantic board has repeatedly failed to
take the necessary steps
to secure greater value for
Transatlantic stockholders
and that Validus’ superior
proposal is a better alternative for Transatlantic stockholders.”
Validus CEO Ed Noonan
previously announced his retirement.
Following the announcement,
National Indemnity reinstates its
bid, but Transatlantic rejects it.
On Sept. 23, Validus and
Transatlantic agree to enter a confidentiality agreement with a limited
standstill provision that expires
Oct. 31. The companies also agree
to take no action on their lawsuits
against each other within that time-frame.
Transatlantic also says on Sept.
26 that it has entered a confidentiality agreement with an unnamed
third party.
The company says it currently
has confidentiality agreements with
Validus, National Indemnity and
the undisclosed third party.
American International
Group owned a majority stake in
Transatlantic until 2009, when AIG
sold its stake for over $1 billion
to help repay government bailout
funds.
To be continued… J
C
M
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