Willkie Advises Allied World Assurance in Pending $8.5 Billion Merger

June 13, 2011

Allied World Assurance Company Holdings, AG and Transatlantic Holdings, Inc. agree to merger of equals to create a leading, global specialty insurance and reinsurance company with $8.5 billion in capital.

On June 13, it was announced that Willkie client Allied World Assurance Company Holdings, AG and Transatlantic Holdings, Inc. have signed a definitive merger agreement that will create a leading, global specialty insurance and reinsurance company, in a stock-for-stock transaction. Operating under the name TransAllied Group Holdings, AG, the combined entity will have total invested assets of $21 billion, total shareholders’ equity of nearly $7 billion, and total capital of $8.5 billion. The company will offer its products and services via two distinct brands – Transatlantic Reinsurance and Allied World Insurance. The terms of this merger of equals call for Transatlantic to receive 0.88 Allied World common shares for each Transatlantic common share held. Following the merger, Transatlantic shareholders will own approximately 58% of the combined company on a fully diluted basis, with Allied World shareholders owning approximately 42%.

Allied World, through its subsidiaries, is a global provider of innovative property, casualty and specialty insurance and reinsurance solutions, operating through a global network of branches and affiliates. Based in New York, Transatlantic Holdings, Inc. is a leading international reinsurance organization.

The deal, led by corporate partner Steven Seidman, included: Corporate and Financial Services - partners Gregory Astrachan and Jeffrey Hochman and associates Sean Ewen, Andrew Reardon, Leah Shams, Matthew Haddad, Scott Reich, Tyler Barnett, Laura Acker, Lisa Lopshire and Jonathan Scott; Tax - partners Henry Cohn and Christopher Peters and associate DJ Stauber; Executive Compensation & Employee Benefits – associates Jordan Messinger and Geri Anne McEvoy; Insurance - partner Leah Campbell and associate Christian Ercole; Antitrust - partner David Tayar and special counsel Jonathan Konoff; Litigation - partner Kelly Hnatt and associate Daryl Kreml; Compliance and Enforcement - special counsel Miriam Bishop; Real Estate - associates Matthew Kaplan and Jennifer Schanes; and Intellectual Property – associate Meghan Hungate.