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Transatlantic And Allied World Mutually Terminate Merger Agreement

Stocks in this article: AWH BRK.A BRK.B TRH VR

In addition, Transatlantic announced that Michael C. Sapnar, currently Executive Vice President and Chief Operating Officer of the Company, has been appointed President, effective immediately, and Chief Executive Officer, effective January 1, 2012.  Mr. Sapnar will succeed Robert F. Orlich, who, as previously announced, will retire as CEO.  Mr. Orlich will remain on the Board of Directors.

"Transatlantic has an industry-leading franchise that has delivered strong returns for stockholders over its 20-plus year history as a public company," said Richard S. Press, Chairman of the Transatlantic Board of Directors.  "The future of Transatlantic remains very bright and our aggressive stock repurchase program announced today underscores that belief.  Since we first became a fully independent company in 2010, the Board and management team have focused on continuing to build long-term value for all our stockholders by executing on important strategic initiatives while managing our balance sheet prudently and maintaining our financial strength ratings.  We will continue to actively execute those initiatives that the Allied World merger would have accelerated, and we remain confident about our long-term prospects. At the same time, we appreciate the dialogue we have had with our stockholders over the past three months and want them to know that their Board is open to seriously considering any transaction that will deliver the value they deserve."

Mr. Press continued, "Mike has been a valuable member of Transatlantic's leadership team and his appointment is consistent with our long-term succession planning.  He has been critical to the Company's success and his many achievements demonstrate his ability to guide Transatlantic in the future.  Bob and I look forward to continuing to work with Mike in his new role."

Following the announcement of the Allied World merger, Validus Holdings (NYSE: VR) submitted an unsolicited proposal to acquire Transatlantic that the Transatlantic Board of Directors, after careful consideration, determined was not superior to the Allied World merger.  Even after Transatlantic invited Validus to enter negotiations under a customary confidentiality agreement, Validus refused to engage.  The Transatlantic Board of Directors believes the Validus proposal continues to be inadequate for numerous reasons, but, nevertheless, the Company remains willing to enter negotiations and conduct mutual due diligence.

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