Given that Transatlantic and Allied World have now mutually terminated their merger agreement, I am pleased to reinstate our proposal for National Indemnity Company to acquire all the outstanding shares of Transatlantic for a cash price of $52.00 a share. This offer is not subject to any financing contingencies or due diligence requirements.
We have as you know reviewed the Allied World merger agreement, and we propose to essentially follow the terms and conditions of that agreement, including the terms and conditions of the break-up fee payable to us under various scenarios. We will obviously have to modify the Allied World agreement in light of the cash nature of our proposal, and otherwise make sensible revisions, such as pushing back the deadlines by 90 days, etc. In short, however, I am confident the Allied World merger agreement can quickly be revised into a merger agreement that would reflect our agreed terms.
This offer is open for acceptance until the close of business on Monday, September 19, 2011. I believe, and hope you agree, that this timeframe is reasonable given the substantial time period you and the Board have had to consider my earlier letter, even though for technical reasons you may not have been in a position at that time to be more forthcoming in responding to us.
Finally, I want to confirm to you that, should this proposal not be accepted by the Transatlantic Board, (1) we will not approach the Transatlantic shareholders directly with a proposal; and (2) we will not be renewing this offer.I hope you and the Board conclude that this offer is in the best interest of Transatlantic shareholders, and I look forward to hearing from you. Regards, /s/ Ajit JainPresident Goldman, Sachs & Co. and Moelis & Co. LLC are acting as financial advisors and Gibson, Dunn & Crutcher LLP is acting as legal counsel to Transatlantic.
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