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| [February 26, 2013] |
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Markel and Alterra Shareholders Overwhelmingly Approve Acquisition
RICHMOND, Va. & HAMILTON, Bermuda --(Business Wire)--
Markel Corporation (NYSE: MKL) ("Markel") and Alterra Capital Holdings
Limited (NASDAQ: ALTE; BSX: ALTE.BH) ("Alterra") today announced that
their respective shareholders have voted in favor of all proposals
necessary for the acquisition of Alterra by Markel. Completion of the
transaction remains subject to receipt of regulatory approvals and other
customary closing conditions and is expected to occur in the second
quarter of 2013.
Under the terms of the merger agreement, each Alterra common share
(other than any shares as to which appraisal rights are exercised or
restricted shares that do not vest in connection with the transaction)
is converted into the right to receive 0.04315 Markel common shares
(with cash paid for fractional shares), plus a cash payment of $10.
Additional information about the acquisition, including the December 19,
2012 announcement press release and a related investor presentation, is
posted on the websites of Markel and Alterra at www.markelcorp.com
and www.alterracap.com,
respectively.
About Markel Corporation:
Markel Corporation is a diverse financial holding company serving a
variety of niche markets. The Company's principal business markets and
underwrites specialty insurance products. In each of the Company's
businesses, it seeks to provide quality products and excellent customer
service so that it can be a market leader. The financial goals of the
Company are to earn consistent underwriting and operating profits and
superior investment returns to build shareholder value. Visit Markel
Corporation on the web at www.markelcorp.com.
About Alterra Capital Holdings Limited:
Alterra Capital Holdings Limited is a global enterprise dedicated to
providing diversified specialty insurance and reinsurance products to
corporations, public entities, and property and casualty insurers. Visit
Alterra on the web at www.alterracap.com.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This release includes statements about future economic performance,
finances, expectations, plans and prospects of Alterra and Markel, both
individually and on a combined basis, that are frward-looking
statements for purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. There are risks and
uncertainties that could cause actual results to differ materially from
those expressed in or suggested by such statements. For further
information regarding factors affecting future results of Alterra and
Markel, please refer to their respective Annual Report on Form 10-K for
the year ended December 31, 2011 and Quarterly Reports on Form 10-Q and
other documents filed by Alterra and Markel since March 1, 2012 with the
Securities Exchange Commission ("SEC (News - Alert)"). These documents are also
available free of charge, in the case of Alterra, by directing a request
to Alterra through Joe Roberts, Chief Financial Officer, or Susan Spivak
Bernstein, Senior Vice President, Investor Relations, at 441-295-8800
and, in the case of Markel, by directing a request to Bruce Kay,
Investor Relations, at 804-747-0136. Neither Alterra nor Markel
undertakes any obligation to update or revise publicly any
forward-looking statement whether as a result of new information, future
developments or otherwise.
This release contains certain forward-looking statements within the
meaning of the U.S. federal securities laws. Statements that are not
historical facts, including statements about Alterra's and Markel's
beliefs, plans or expectations, are forward-looking statements. These
statements are based on Alterra's or Markel's current plans, estimates
and expectations. Some forward-looking statements may be identified by
use of terms such as "believe," "anticipate," "intend," "expect,"
"project," "plan," "may," "should," "could," "will," "estimate,"
"predict," "potential," "continue," and similar words, terms or
statements of a future or forward-looking nature. In light of the
inherent risks and uncertainties in all forward-looking statements, the
inclusion of such statements in this release should not be considered as
a representation by Alterra, Markel or any other person that Alterra's
or Markel's objectives or plans, both individually and on a combined
basis, will be achieved. A non-exclusive list of important factors that
could cause actual results to differ materially from those in such
forward-looking statements includes the following: (a) the occurrence of
natural or man-made catastrophic events with a frequency or severity
exceeding expectations; (b) the adequacy of loss reserves and the need
to adjust such reserves as claims develop over time; (c) the failure of
any of the loss limitation methods the parties employ; (d) any adverse
change in financial ratings of either company or their subsidiaries; (e)
the effect of competition on market trends and pricing; (f) cyclical
trends, including with respect to demand and pricing in the insurance
and reinsurance markets; (g) changes in general economic conditions,
including changes in interest rates and/or equity values in the United
States of America and elsewhere; and (h) other factors set forth in
Alterra's and Markel's recent reports on Form 10-K, Form 10-Q and other
documents filed with the SEC by Alterra and Markel.
Risks and uncertainties relating to the proposed transaction include the
risks that: (1) the parties will not obtain the requisite shareholder or
regulatory approvals for the transaction; (2) the anticipated benefits
of the transaction will not be realized or the parties may experience
difficulties in successfully integrating the two companies; (3) the
parties may not be able to retain key personnel; (4) the conditions to
the closing of the proposed merger may not be satisfied or waived; (5)
the outcome of any legal proceedings to the extent initiated against
Alterra or Markel or its respective directors and officers following the
announcement of the proposed merger is uncertain; (6) the acquisition
may involve unexpected costs; and (7) the businesses may suffer as a
result of uncertainty surrounding the acquisition. These risks, as well
as other risks of the combined company and its subsidiaries may be
different from what the companies expect, or have previously
experienced, and each party's management may respond differently to any
of the aforementioned factors. These risks, as well as other risks
associated with the merger, will be more fully discussed in the joint
proxy statement/prospectus that will be included in the Registration
Statement on Form S-4 to be filed by Alterra and Markel with the SEC.
Readers are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date on which they are made.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:
This release relates to a proposed transaction between Alterra and
Markel that will become the subject of a registration statement, which
will include a joint proxy statement/prospectus, to be filed by Alterra
and Markel with the SEC. This material is not a substitute for the joint
proxy statement/prospectus that Alterra and Markel will file with the
SEC or any other document that Alterra or Markel may file with the SEC
or Alterra or Markel may send to its shareholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
REGISTRATION STATEMENT ON (News - Alert) FORM S-4, 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)
or, in the case of Alterra, by directing a request to Joe Roberts, Chief
Financial Officer, or Susan Spivak Bernstein, Senior Vice President,
Investor Relations, at 441-295-8800 and, in the case of Markel, by
directing a request to Bruce Kay, Investor Relations, at 804-747-0136].

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