Bermuda-based (re)insurer Validus is taking its offer directly to Transatlantic Holdings’ shareholders after the target firm’s board imposed pre-conditions on cooperative merger talks.
Validus said that as a pre-condition to discussions and an exchange of information, Transatlantic’s board insisted that Validus agree to a ‘standstill’ provision. Validus argues that such an agreement would prevent the company from pursuing its proposal without Transatlantic board approval.
“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,” said Validus chief executive Ed Noonan in a statement. “Therefore, we plan to continue the steps required to bring the higher value of our superior proposal directly to the Transatlantic stockholders."
Validus is competing with fellow (re)insurance group Allied World Assurance to buy Transatlantic. Transatlantic had already agreed to an all-share merger with Allied World when Validus put in a counter-offer of 1.5564 Validus shares and $8 in cash on 12 July.
Validus has a history of succeeding in hostile takeovers. It successfully broke up an agreed merger between Max Capital and IPC Re in 2009 with a hostile counter-bid.