RICHMOND, Va. and HAMILTON, Bermuda, Feb.
26, 2013 /PRNewswire/ -- 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
forward-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"). 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 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.
SOURCE Markel Corporation; Alterra Capital Holdings Limited