Transatlantic Enters Confidentiality Agreement with Validus, Undisclosed Party

NU Online News Service, July 21, 2:16 p.m. EDT

Business has picked up in the bidding for Transatlantic Holdings since the New York-based reinsurer and Allied World Assurance called off their proposed merger, as Transatlantic says it has entered into two confidentiality agreements: one with Validus Holdings and one with an undisclosed third party.

Validus had been pursuing a hostile bid for Transatlantic after the company refused to agree to a confidentiality agreement that contained a “standstill provision” as a condition for discussions between the companies. The provision would have effectively stopped Validus from pursuing its bid without approval from the Transatlantic board, Validus CEO Ed Noonan had said.

Transatlantic says the confidentiality agreement agreed upon by the two companies on Friday contains a “limited standstill” that expires Oct. 31. Validus adds that it has agreed “not to take or enter into an agreement with any third party regarding certain actions, including acquiring any additional shares of Transatlantic common stock, mailing a consent solicitation statement to Transatlantic stockholders or collecting consent cards with respect to Validus' previously announced consent solicitation to remove and replace the current Transatlantic board of directors or seeking to call a special meeting of Transatlantic's stockholders pursuant to Transatlantic's by-laws.”

The two companies have also agreed to take no action on their lawsuits against each other in the Chancery Court of Delaware and United States District Court for the State of Delaware during the period ending Oct. 31.

Regarding the undisclosed third party, Transatlantic says today it has “commenced discussions with a third party regarding potential strategic alternatives.” Transatlantic further states that it will not comment further unless it is required by law or NYSE regulations.

The agreement with the undisclosed party is in addition to the confidentiality agreements reached with Validus and Berkshire Hathaway's National Indemnity Company.