UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 18, 2011
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
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Switzerland
(State or Other Jurisdiction
of Incorporation)
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001-32938
(Commission File Number)
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98-0681223
(I.R.S. Employer
Identification No.) |
Lindenstrasse 8
6340 Baar
Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 41-41-768-1080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
and after August 18, 2011, in connection with its merger of equals with Transatlantic
Holdings, Inc. (“Transatlantic”), representatives of Allied World Assurance Company Holdings, AG
(“Allied World”) will present to various investors the information described in the slides attached
to this report as Exhibit 99.1, which is incorporated by reference herein.
Additional Information About the Proposed Merger and Where to Find It
This communication relates to a proposed merger between Allied World and Transatlantic. In
connection with the proposed merger, Allied World has filed with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus that provides details of the proposed merger and the attendant benefits and
risks. This communication is not a substitute for the joint proxy statement/prospectus or any
other document that Allied World or Transatlantic may file with the SEC or send to their
shareholders in connection with the proposed merger. Investors and security holders are urged to
read the registration statement on Form S-4, including the preliminary joint proxy
statement/prospectus, and all other relevant documents filed with the SEC (including the definitive
joint proxy statement/prospectus) or sent to shareholders as they become available because they
will contain important information about the proposed merger. All documents, when filed, will be
available free of charge at the SEC’s website (www.sec.gov). You may also obtain these documents
by contacting Allied World’s Corporate Secretary, attn.: Wesley D. Dupont, at Allied World
Assurance Company Holdings, AG, Lindenstrasse 8, 6340 Baar, Zug, Switzerland, or via e-mail at
secretary@awac.com; or by contacting Transatlantic’s Investor Relations department at Transatlantic
Holdings, Inc., 80 Pine Street, New York, New York 10005, or via e-mail at
investor_relations@transre.com. This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval.
Participants in the Solicitation
Allied World, Transatlantic and their respective directors and executive officers may be
deemed to be participants in any solicitation of proxies in connection with the proposed merger.
Information about Allied World’s directors and executive officers is available in Allied World’s
proxy statement dated March 17, 2011 for its 2011 Annual Meeting of Shareholders. Information
about Transatlantic’s directors and executive officers is available in Transatlantic’s proxy
statement dated April 8, 2011 for its 2011 Annual Meeting of Shareholders. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, may be contained in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with the SEC regarding the merger
when they become available. Investors should read the definitive joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this communication reflect Allied World’s current views
with respect to future events and financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks
and uncertainties, which may cause actual results to differ materially from those set forth in
these statements. For example, these forward-looking statements could be affected by the
occurrence of any event, change or other circumstances that could give rise to the termination of
the merger agreement; the inability to obtain Allied World’s or Transatlantic’s shareholder
approval or the failure to satisfy other conditions to completion of the merger, including receipt
of regulatory approvals; risks that the proposed transaction disrupts each company’s current plans
and operations; the ability to retain key personnel; the ability to recognize the benefits of the
merger; the amount of the costs, fees, expenses and charges related to the merger; pricing and
policy term trends; increased competition; the impact of acts of terrorism and acts of war; greater
frequency or severity of unpredictable catastrophic events; negative rating agency actions; the
adequacy of Allied World’s loss reserves; Allied World or its non-U.S. subsidiaries becoming
subject to significant income taxes in the United States or elsewhere; changes in regulations or
tax laws; changes in the availability, cost
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or quality of reinsurance or retrocessional coverage; adverse general economic conditions; and
judicial, legislative, political and other governmental developments, as well as management’s
response to these factors, and other factors identified in Allied World’s filings with the SEC.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date on which they are made. Allied World is under no obligation (and expressly disclaims
any such obligation) to update or revise any forward-looking statement that may be made from time
to time, whether as a result of new information, future developments or otherwise.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit |
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Description |
| 99.1
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Slides from presentation by management. |
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