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Transatlantic And Allied World Mutually Terminate Merger Agreement

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

National Indemnity Offer

The all-cash proposal from National Indemnity represents the less compelling of the two alternative transactions. 

Given our strong long-term prospects combined with the historically low valuations prevalent in the industry today, we believe that embarking on a process to sell the Company would not deliver appropriate value to stockholders.  In this environment, it is not surprising that reinsurance companies have not been selling themselves.  Even so, in keeping with our fiduciary responsibility, we would always give careful consideration to a sale proposal that could offer superior value to our stockholders.  

After reviewing the National Indemnity proposal, it was clear to the Board that this offer did not provide superior value – in fact, it was demonstrably inferior on most valuation metrics.  We received this proposal following a week in which the prices of insurance stocks declined significantly.  The indicated offer represented only 77% of our stated June 30, 2011 book value, and ranked below the 25th percentile of comparable insurance transactions(3) in key benchmarks based on analysis by our outside financial advisors (as highlighted on page 36 of our investor presentation filed on September 2, 2011). 

Nevertheless, we entered into a confidentiality agreement with a customary standstill provision.  Through several conversations, we encouraged National Indemnity to perform due diligence and meaningfully increase their offer -- they only conducted very limited due diligence and never improved their offer.   Our Board has concluded that selling Transatlantic for cash at such a substantial discount to book value, when our book value has been growing consistently, simply would not deliver fair value to our stockholders.  We conveyed our position to National Indemnity several times, most recently on Friday, September 9, 2011.  They reiterated that they remain potentially interested in an acquisition at or below $52 per share.  We continue under a confidentiality agreement, and while further talks may occur, none are currently scheduled.

Validus Proposal

Subsequent to the Allied World merger announcement, Validus made an unsolicited proposal to acquire Transatlantic.  After refusing our offer to engage with us under customary terms, Validus launched a hostile exchange offer.  Validus has consistently misled investors as to your Board's exercise of its fiduciary duty and efforts to come to the right conclusion on which transaction, if any, is best for Transatlantic stockholders.  We will address all of these issues here, beginning with the merits of the offer.  

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