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): September 15, 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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TABLE OF CONTENTS
Item 1.02. Termination of a Material Definitive Agreement.
On September 15, 2011, Allied World Assurance Company Holdings, AG (“Allied World”), GO Sub,
LLC (“Merger Sub”) and Transatlantic Holdings, Inc. (“Transatlantic”) entered into a Termination
Agreement (the “Termination Agreement”) to terminate the Agreement and Plan of Merger, dated as of
June 12, 2011, by and among such parties (the “Merger Agreement”). Under the terms of the
Termination Agreement, Transatlantic will pay Allied World a termination fee of $35 million plus an
expense reimbursement. In addition, Transatlantic will be obligated to pay a termination fee equal
to $115 million (less the sum of the previously paid $35 million termination fee and the expense
reimbursement amount) to Allied World if, on or prior to 12 months from the date of the Termination
Agreement, Transatlantic or any of its subsidiaries enters into any definitive agreement in respect
of any “competing transaction” (as defined in the Merger Agreement), or recommends or submits a
competing transaction to its stockholders for adoption, or a transaction in respect of a competing
transaction is consummated. The Termination Agreement also includes a mutual release of certain
claims in connection with the Merger Agreement.
A copy of the Termination Agreement is attached hereto as Exhibit 2.1 and is incorporated by
reference herein.
Item 8.01. Other Events.
On September 16, 2011, Allied World issued a press release announcing the signing of the
Termination Agreement and the cancellation of the extraordinary general meeting of its shareholders
to vote on proposals related to the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
2.1
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Termination Agreement, dated as of September 15, 2011, by and
among Allied World Assurance Company Holdings, AG, GO Sub,
LLC and Transatlantic Holdings, Inc. |
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99.1
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Press release, dated September 16, 2011. |
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