Transatlantic Holdings Inc. accused Validus Holdings Ltd., the reinsurer trying to take it over, of attempting to mislead Transatlantic stockholders into tendering their shares in violation of securities law.
In a lawsuit filed today in federal court in Wilmington, Delaware, Transatlantic accuses Validus, of Pembroke, Bermuda, of making “materially false and misleading statements” to thwart a more favorable transaction with Allied World Assurance Company Holdings AG, according to court papers.
“Validus has sought to mislead stockholders by obfuscating or simply ignoring, for example, that its exchange offer is conditioned on obtaining financing amendments or waivers” and involves “additional tax consequences,” New York-based Transatlantic said in its complaint.
Validus said July 25 that it would begin offering 1.56 common shares and $8 in cash for each Transatlantic share, for a value of about $3.5 billion based on stock prices when the bid was announced. Allied, based in Zug, Switzerland, was to exchange 0.88 share for each Transatlantic share, for a value of $3.2 billion.
The actions taken by the Transatlantic Board “appear to be intentionally designed to trample the rights of Transatlantic’s stockholders,” Ed Noonan, chief executive officer of Validus, said today in a statement. Noonan accused the board of “initiating meritless legal action.”
Allied World Statement
“We fully support the Transatlantic board’s decision to once again recommend our merger agreement to shareholders and are pleased to learn that the Transatlantic board rejected the Validus offer after review with outside advisers,” Allied World said today in a statement.
Transatlantic is seeking a court order to force Validus to correct its statements and pay litigation costs.
The case is Transatlantic Holdings Inc. v. Validus Holdings Ltd., 1:11-cv-00661, U.S. District Court, District of Delaware (Wilmington).