UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2011
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
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001-32938
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98-0681223 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(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 or after September 7, 2011, in connection with its merger agreement with Transatlantic
Holdings, Inc., 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 and which updates certain information
filed by Allied World with the U.S. Securities and Exchange Commission on Form 8-K on August 29,
2011.
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”), and the SEC declared effective on August 18, 2011, a registration statement
on Form S-4 that includes a 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 joint proxy statement/prospectus, and all other relevant
documents filed with the SEC 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, is contained in the joint proxy statement/prospectus and may be
contained in other relevant materials to be filed with the SEC regarding the merger when they
become available. Investors should read the joint proxy statement/prospectus carefully 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 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
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