Lawsuit Overview
An investor of Transatlantic Holdings, Inc. (NYSE: TRH) filed a lawsuit in State Court against the proposed takeover of Transatlantic Holdings by Allied World Assurance Company Holdings, AG saying the offer was too low.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising out of the attempt to sell Transatlantic Holdings too cheaply via an unfair process to Allied World Assurance Company Holdings, AG
On Sunday, June 12, 2011, Transatlantic Holdings, Inc.(NYSE: TRH) and Allied World Assurance Company Holdings, AG (NYSE: AWH) announced the signing of a merger agreement.
The transaction is valued at $3.2 billion and is structured as a merger of equals, with shareholders of Transatlantic Holdings, Inc receiving 0.88 Allied World Assurance Company Holdings, AG common shares for each Transatlantic common share held. Based on a closing price of $58.07 per Allied World Assurance Company Allied World Assurance Company Holdings, AG (NYSE: AWH) share stockholders in Transatlantic Holdings, Inc.(NYSE: TRH) would receive $51.10 per TRH share they hold.
However, the plaintiff alleges the offer is far too low and does not adequately value Transatlantic Holdings shares. In fact, shares of Transatlantic Holdings, Inc.(NYSE: TRH) traded as recently as February 2011 over $52 per share and during March as high as $51.30 per share. Furthermore TRH stock reached as high as $54 per share last November.
Two other shareholders in Transatlantic Holdings Inc., Davis Selected Advisers LP and Tweedy Browne Co., last week also said that they do not agree with the offered price.
Additionally Transatlantic Holdings performance has been increasing lately. Transatlantic Holdings’ reported between 2007 and 2010 relatively consistent 12months Total Revenue ranging from $4.082billion to $4.445billion. Its Net Income rose from $102.25million in 2008 to $402.20million in 2010. For the first quarter in 2011 Transatlantic Holdings, Inc. reported an increase in its first quarter Revenue from $1.103billion for the first quarter in 2010 to $1.117billion for the first quarter in 2011.