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Sept. 16, 2011 /PRNewswire/ -- Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic" or "the Company") today announced that Transatlantic and Allied World Assurance Company Holdings, AG (NYSE: AWH) ("Allied World") have mutually terminated their previously announced merger agreement. Consistent with the terms of the merger agreement, Transatlantic has agreed to pay Allied World, within two business days, a termination fee in the amount of
$35 million (and expense reimbursement in the amount of
$13.3 million), and has agreed to pay an additional fee in the amount of
$66.7 million in the event that, prior to
September 15, 2012, Transatlantic enters into any definitive agreement in respect of any competing transaction or recommends or submits a competing transaction to its stockholders for adoption, or a transaction in respect of a competing transaction is consummated. As a result of the termination, Transatlantic has cancelled the Special Meeting of Stockholders called for
September 20, 2011.
As part of today's announcement, the Transatlantic Board of Directors has detailed the Company's long-term strategic growth plan in a letter to stockholders, in which it also affirms that it will continue to entertain and evaluate any serious proposal or opportunity that offers its stockholders full and fair value. The plan includes the approval of a
$600 million open market or negotiated share repurchase program, which adds
$455 million to the Company's existing share repurchase authorization. The Company is committed to repurchasing
$300 million of shares through
December 31, 2011 and plans to repurchase the remaining
$300 million of shares during 2012.
Davis Selected Advisors, the Company's largest stockholder, said, "Davis Advisors applauds Transatlantic's efforts to create value for shareholders with an intelligent capital management plan while at the same time remaining open to other strategic alternatives."