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Validus mails proxy to Transatlantic shareholders

Validus Holdings Ltd has announced that it has filed a definitive proxy statement with the Securities and Exchange Commission (SEC) opposing the proposed takeover of Transatlantic Holdings Inc by Allied World Assurance Company Holdings AG.

Validus also began mailing copies of the proxy statement to all Transatlantic stockholders of record together with a proxy card and a letter from Validus chairman and CEO Ed Noonan.

Mr Noonan said: “Transatlantic’s stockholders now have the opportunity to vote against the inferior Allied World takeover and we urge them to do so. We believe that a vote against the Allied World takeover will send a strong message to the Transatlantic board that Transatlantic stockholders reject the proposed Allied World takeover and that the Transatlantic board of directors should terminate the Allied World acquisition agreement and give proper consideration to other offers that it receives, including Validus’ offer.

“We are fully committed to making our Superior Proposal available to Transatlantic stockholders, which provides them with greater current market value, and we believe greater potential for future upside, than the inferior Allied World takeover.”

Meanwhile Validus also announced that the registration statement on its Form S-4 has been declared effective by the SEC and the waiting period under the Hart-Scott-Rodino (HSR) Act in connection with Validus’ proposed acquisition of Transatlantic on August 17, 2011 has expired, satisfying one of the conditions necessary for the consummation of the exchange offer.

Validus has proposed to acquire Transatlantic for 1.5564 Validus voting common shares and $8 per share in cash, which had a total value of $55.95 based on Validus’ unaffected trading price as of July 12, 2011. Based upon closing prices as of Friday, Validus’ offer had a value of $47.80 per Transatlantic share.

Validus chairman and CEO

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Published August 24, 2011 at 2:00 am (Updated August 24, 2011 at 8:37 am)

Validus mails proxy to Transatlantic shareholders

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