Investigation Overview
Following the announcement by Transatlantic Holdings, Inc. it agreed to a merger with Allied World Assurance Company Holdings, AG an investigation on behalf of investors of Transatlantic Holdings, Inc. (NYSE: TRH) concerning whether the offered value to merger Transatlantic Holdings and Allied World Assurance Company Holdings and the sale process are unfair to investors of Transatlantic Holdings, Inc. (NYSE:TRH) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE:TRH was announced.
The investigation by a law firm concerns whether Transatlantic Holdings Inc., certain of its officers and directors, and/or others breached their fiduciary duties owed to Transatlantic Holdings, Inc. (NYSE TRH) investors in connection with the proposed merger.
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, 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.
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.
Therefore the investigations monitor the proposed transaction and concern whether the Transatlantic Holdings Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of Transatlantic Holdings, Inc. (NYSE:TRH) and in particular breached their fiduciary duties to Transatlantic Holdings (TRH) shareholder by failing to adequately shop the Company before entering into the transaction.
The investigation concerns also whether Allied World Assurance Company Allied World Assurance Company Holdings, AG would underpay for NYSE: TRH shares, thus unlawfully harming Transatlantic Holdings stockholders. A potential securities class action lawsuit would seek to maximize the amount of money and information NYSE: TRH shareholders would receive in a buyout, so the law firm.