UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2011
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Switzerland
(State or Other Jurisdiction
of Incorporation)
|
|
001-32938
(Commission File Number)
|
|
98-0681223
(I.R.S. Employer
Identification No.) |
Lindenstrasse 8
6340 Baar
Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code: 41-41-768-1080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
þ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01. Other Events.
On August 9, 2011, Mr. Scott A. Carmilani, President, Chief Executive Officer and Chairman of
the Board of Allied World Assurance Company Holdings, AG (Allied World), issued the following
statement in response to the decision by the board of directors (the Board) of Transatlantic
Holdings, Inc. (Transatlantic) on August 8, 2011 to reaffirm its recommendation for Allied
Worlds merger of equals with Transatlantic:
Yesterday, the Transatlantic Board reaffirmed our superior merger of equals agreement, which we
believe provides the best long-term value and benefits for all shareholders. Allied World is
fully committed to the terms of the TransAllied merger, and we are on target to close in the
fourth quarter.
Additional Information About the Proposed Merger and Where to Find It
This communication relates to a proposed merger between Allied World and Transatlantic. In
connection with the proposed merger, Allied World has filed with the U.S. Securities and Exchange
Commission (the SEC) a registration statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus that provides details of the proposed merger and the attendant benefits and
risks. This communication is not a substitute for the joint proxy statement/prospectus or any
other document that Allied World or Transatlantic may file with the SEC or send to their
shareholders in connection with the proposed merger. Investors and security holders are urged to
read the registration statement on Form S-4, including the preliminary joint proxy
statement/prospectus, and all other relevant documents filed with the SEC (including the definitive
joint proxy statement/prospectus) or sent to shareholders as they become available because they
will contain important information about the proposed merger. All documents, when filed, will be
available free of charge at the SECs website (www.sec.gov). You may also obtain these documents by
contacting Allied Worlds Corporate Secretary, attn.: Wesley D. Dupont, at Allied World Assurance
Company Holdings, AG, Lindenstrasse 8, 6340 Baar, Zug, Switzerland, or via e-mail at
secretary@awac.com; or by contacting Transatlantics Investor Relations department at Transatlantic
Holdings, Inc., 80 Pine Street, New York, New York 10005, or via e-mail at
investor_relations@transre.com. This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval.
Participants in the Solicitation
Allied World, Transatlantic and their respective directors and executive officers may be
deemed to be participants in any solicitation of proxies in connection with the proposed merger.
Information about Allied Worlds directors and executive officers is available in Allied Worlds
proxy statement dated March 17, 2011 for its 2011 Annual Meeting of Shareholders. Information
about Transatlantics directors and executive officers is available in Transatlantics proxy
statement dated April 8, 2011 for its 2011 Annual Meeting of Shareholders. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, may be contained in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with the SEC regarding the merger
when they become available. Investors should read the definitive joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this communication reflect Allied Worlds current
views with respect to future events and financial performance and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve
risks and uncertainties, which may cause actual results to differ materially from those set forth
in these statements. For example, these forward-looking statements could be affected by the
occurrence of any event, change or other circumstances that could give rise to the termination of
the merger agreement; the inability to obtain Allied Worlds or Transatlantics shareholder
approval or the failure to satisfy other conditions to completion of the merger, including receipt
of regulatory approvals; risks that the proposed transaction disrupts each companys current
plans and operations; the ability to retain key personnel; the ability to recognize the benefits of
the merger; the amount of the costs, fees, expenses and charges related to the merger; pricing and
policy term trends; increased competition; the impact of acts of terrorism and acts
- 2 -
of war; greater frequency or severity of unpredictable catastrophic events; negative
rating agency actions; the adequacy of Allied Worlds loss reserves; Allied World or its non-U.S.
subsidiaries becoming subject to significant income taxes in the United States or elsewhere;
changes in regulations or tax laws; changes in the availability, cost or quality of reinsurance or
retrocessional coverage; adverse general economic conditions; and judicial, legislative, political
and other governmental developments, as well as managements response to these factors, and other
factors identified in Allied Worlds filings with the SEC. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they are
made. Allied World is under no obligation (and expressly disclaims any such obligation) to update
or revise any forward-looking statement that may be made from time to time, whether as a result of
new information, future developments or otherwise.
- 3 -