Transatlantic Holdings (TRH) and Allied World Assurance Company Holdings (NASDAQ:AWH) said today they have mutually terminated their previously announced merger agreement.
As per the agreement, Transatlantic has agreed to pay Allied World a $35 million termination feel and an expense reimbursement of $13.3 million.
Transatlantic will pay an additional fee of $66.7 million if it enters into a definitive agreement in respect of any competing transaction, or recommends such a transaction to its shareholders, prior to September 15, 2012.
Transatlantic said it will continue to entertain and evaluate any serious proposal or opportunity for a transaction that offers shareholders full and fair value.
Validus Holdings (NASDAQ:VR) had made an unsolicited offer to acquire Transatlantic following the Allied World offer, which Transatlantic’s board deemed inferior to the Allied proposal. Validus has thus far refused to enter into any negotiations, Transatlantic noted.
Transatlantic also entered into a confidentiality agreement with National Indemnity, part of Warren Buffett’s Berkshire Hathaway (BRKa, BRKb), to discuss a potential merger, and although the companies are still under a confidentiality agreement, no further talks are currently scheduled, Transatlantic said.
The company also announced that chief operating officer Michael Sapnar has been named president, effective immediately, and CEO as of January 1, to succeed Robert Orlich, who is retiring.
Transatlantic also said it plans to repurchase $600 million in stock through 2012, and that it expects earnings per share of $0.85 to $1.15 in the third quarter.
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