Transatlantic Holdings’ board has recommended that shareholders reject Bermuda-based (re)insurer Validus’s offer for the firm.
The company added that it remains fully committed to its merger agreement with Allied World Assurance, which it entered on 12 June.
Validus attempted to break up the Transatlantic/Allied World merger by making a competing offer of 1.5564 Validus shares and $8 a share in cash on 12 July. Under the all-stock Allied World offer, Transatlantic shareholders will receive 0.88 Allied World shares.
Validus said on Monday it was taking its offer directly to shareholders, bypassing Transatlantic’s board, after Transatlantic imposed preconditions on discussions and information sharing with Validus. Validus argued that the precondition, a so-called standstill agreement, would have prevented it from taking its offer direct to Transatlantic shareholders, should it have wanted to, after the discussions and information sharing.
“We strongly urge Transatlantic stockholders to reject Validus’ inferior and highly conditional exchange offer,” said Transatlantic chairman Richard Press. “We offered Validus the opportunity to conduct due diligence in order to address the uncertainties and inaccuracies in its offer, but Validus is unwilling to sign the standard confidentiality agreement that is required under our existing merger agreement with Allied World.”
Press argued that the terms and conditions, including the standstill provision, were reasonable and valid. “Validus sent to us a draft confidentiality agreement without a standstill and including provisions that would have allowed Validus to use, and publicly disclose, Transatlantic’s confidential information for its own purposes,” he said.