NU Online News Service, Sept. 16, 8:16 a.m. EST

The attempted marriage of Transatlantic Holdings and Allied World Assurance Co. Holdings has ended with what each are calling a mutual settlement.

The agreement to terminate the companies' merger plans, originally valued at about $3.2 billion, comes at a cost for Transatlantic. The New York-based reinsurer says it will uphold the terms of the merger agreement and pay Allied World a $35 million termination fee in addition to $13.3 million in merger-related expenses to Allied World.

According to statements from the companies, Transatlantic could pay Allied World $66.7 million if Transatlantic enters into a definite agreement with a competing bidder o recommends or submits a competing acquisition offer to its shareholders.

The deal fell apart under pressure from competing bidders and recommendations from stockholder groups that the deal not be approved.

Yet the collapse of the merger was not the only news. Transatlantic says it has appointed Michael C. Sapner as president and chief executive officer. The president title is effective immediately. Sapner assumes the role of CEO on Jan. 1. He succeeds Robert F. Orlich, who previously announced his retirement.

Switzerland's Allied World, a specialty insurer, and Transatlantic each turned to assuring shareholders that the businesses remained strong.

“We continue to profitably grow our business by building on our solid foundation of broad specialty product capabilities, strong distribution relationships and a team of professionals that are well-respected throughout the insurance and reinsurance industry,” says Scott Carmilani, president and CEO of Allied World.

A nine-page statement from Transatlantic outlines it growth plan to stockholders. The company says it continues to “entertain and evaluate any serious proposal or opportunity” related to other offers.

“We will continue to actively execute those initiatives that the Allied World merger would have accelerated, and we remain confident about our long-term prospects,” says Richard S. Press, chairman of the Transatlantic board.

Validus Holdings and Berkshire Hathaway's National Indemnity Co. each submitted offers for Transatlantic.

An unsolicited cash-and-stock proposal offer by Validus was rejected by Transatlantic and the board of directors still believes Validus' proposal is “inadequate for numerous reasons,” says the statement from Transatlantic. However, Transatlantic says it is “willing to enter negotiations and conduct mutual due diligence.”

Negotiations between Validus and Transatlantic broke down over terms of a confidentiality agreement. Validus then took its offer directly to Transatlantic shareholders. The companies filed separate lawsuit against each other.

This week Validus made a regulatory filing seeking to oust the Transatlantic board.

“We are pleased to see the termination of Transatlantic's merger agreement with Allied World,” says a spokesman with Validus. “We welcome the opportunity to enter into discussions without any restrictive preconditions and engage in mutual due diligence. We continue to believe that the combination of Validus and Transatlantic will create a unique, global leader in reinsurance – a large, nimble company deploying capital effectively to maximize underwriting profitability and achieve superior growth in book value per share.”

Transatlantic says it is not currently speaking to National Indemnity about its firm cash offer to pay $52 per Transatlantic share. No talks are scheduled, Transatlantic adds. The offer “would not deliver fair value to stockholders,” Transatlantic says.

The Transatlantic-Allied World merger that would have formed TransAllied appeared to be in serious jeopardy especially after a report from proxy voting and advisory firm Institutional Shareholder Services (ISS) recommended shareholders of Transatlantic vote against the merger.

Davis Selected Advisers Ltd., the largest shareholder of Transatlantic Holdings Inc., was also opposed to the company's acquisition by Allied World.

Special Reports /

Transatlantic-Allied World Merger Ends; Transatlantic Names CEO

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