Validus Signs Confidentiality Agreement with Transatlantic
Validus Holdings, Ltd. (NYSE: VR) announced today that it has entered into a confidentiality agreement with Transatlantic Holdings, Inc. (NYSE: TRH). Under the confidentiality agreement, Transatlantic and Validus will exchange non-public information.
Pursuant to the confidentiality agreement, Validus has agreed, during a period that expires at 11:59 p.m., Eastern time, on October 31, 2011, 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. Validus and Transatlantic have also agreed to take no action with respect to their pending litigation in the Chancery Court of Delaware and United States District Court for the State of Delaware during this period. The termination of the period will accelerate if, among other things, Transatlantic enters into an agreement with respect to an acquisition of Transatlantic or the Transatlantic board fails to recommend against any tender offer for Transatlantic common stock commenced by a third party. There can be no assurance that an agreement with respect to an acquisition by Validus for Transatlantic will be reached.
Additionally, Validus announced today that it has extended its Exchange Offer for all of the outstanding shares of common stock of Transatlantic to 5:00 p.m., Eastern time, on Monday, October 31, 2011, unless extended. As of 5:00 p.m., Eastern time, on Thursday, September 22, 2011, approximately 699 shares of Transatlantic common stock had been tendered in and not withdrawn from the Exchange Offer.
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