Log In

Reset Password
BERMUDA | RSS PODCAST

Validus moves to oust Transatlantic board

The fight for Transatlantic Holdings Inc stepped up a notch yesterday after Bermuda-based Validus Holdings Ltd announced plans to replace Transatlantic’s board.

In a statement, Validus said the Transatlantic board had acted to “thwart” its unsolicited offer to buy the New York-based reinsurer and that it was filing papers with the Securities and Exchange Commission (SEC) to replace the Transatlantic board with three independent directors.

The move comes three months after Transatlantic agreed to a merger with Zug, Switzerland-based re/insurer Allied World Assurance Co Holdings AG. Validus and later Berkshire Hathaway Inc subsequently put in unsolicited bids for Transatlantic.

Validus has alleged that Transatlanic’s board set up “barriers designed to prevent Transatlantic from entering into good-faith discussions” about its “superior” offer, including adopting a “poison pill” strategy and entering into litigation against Validus.

Transatlantic had filed a plan with the SEC in July that would dilute the holdings of anyone who acquires more than 10 percent ownership. It also filed a federal lawsuit alleging that Validus made false and misleading statements in bid documents.

Transatlantic also amended corporate bylaws to give the Transatlantic board more control over stockholder meetings, Validus said.

In the filing, Validus nominated three directors to replace the Transatlantic board Raymond Groth, an adjunct professor of business administration at The Fuqua School of Business at Duke University in Durham, North Carolina, Paul Haggis, the chairman of the Alberta, a Canada-based private equity fund of funds manager Alberta Enterprise Corp, and Thomas Wajnert, a senior managing director of Reno, Nevada-based financial services advisory firm The Alta Group L.L.C.

Validus also said advisory firms Glass, Lewis & Co and Egan-Jones Proxy Services have issued reports recommending that Transatlantic stockholders vote against Allied World’s proposal when they meet on September 20. Another advisory firm, Institutional Shareholder Services Inc also made similar recommendation this week, citing the emergence of competing bids for Transatlantic.

All three deals to acquire Transatlantic were valued at more than $3 billion when they were announced, but have fluctuated due to the recent stock market turbulence.

You must be Registered or to post comment or to vote.

Published September 15, 2011 at 2:00 am (Updated September 15, 2011 at 10:11 am)

Validus moves to oust Transatlantic board

What you
Need to
Know
1. For a smooth experience with our commenting system we recommend that you use Internet Explorer 10 or higher, Firefox or Chrome Browsers. Additionally please clear both your browser's cache and cookies - How do I clear my cache and cookies?
2. Please respect the use of this community forum and its users.
3. Any poster that insults, threatens or verbally abuses another member, uses defamatory language, or deliberately disrupts discussions will be banned.
4. Users who violate the Terms of Service or any commenting rules will be banned.
5. Please stay on topic. "Trolling" to incite emotional responses and disrupt conversations will be deleted.
6. To understand further what is and isn't allowed and the actions we may take, please read our Terms of Service
7. To report breaches of the Terms of Service use the flag icon