ALTERRA CAPITAL HOLDINGS LTD FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits
Edgar Online, Inc. |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Agreement and Plan of Amalgamation
Pursuant to the Merger Agreement, upon the closing of the Merger, each issued and outstanding
Each of the boards of directors of
The Merger is expected to close in first half of 2013, subject to customary closing conditions, including among others, (i) receiving the required approvals of
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All options to purchase
Awards of restricted
Holders of warrants to purchase
ITEM 5.02 Departure of Directors or certain Officers; Election of Directions;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In connection with the proposed Merger, on
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Severance Plan was unanimously approved by
For purposes of the Change in Control Severance Plan, the completion of the Merger will constitute a change in control. An employee will not be entitled to severance benefits under the Change in Control Severance Plan if the employee's employment is terminated for any reason other than a Qualifying Event, including, without limitation, (i) by the employer for cause, (ii) by the employee without good reason or (iii) due to the employee's death or disability. An employee's entitlement to payments and benefits under the plan is subject to the employee's execution and non-revocation of a general release of claims against the employer and its affiliates. In the event that the employee is party to an employment agreement with
In addition, on
ITEM 8.01 OTHER EVENTS.
(a) On
(b) In connection with the announcement of the Merger Agreement,
(c)
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 18, 2012 , by and amongAlterra Capital Holdings Limited , Markel Corporation and Commonwealth Merger Subsidiary Limited 10.1 Form of Company Shareholder Voting Agreement, dated as ofDecember 18, 2012 , by and among Markel Corporation and each of the shareholders ofAlterra Capital Holdings Limited listed on Schedule A thereto 10.2 Form of Parent Shareholder Voting Agreement, dated as ofDecember 18, 2012 , by and amongAlterra Capital Holdings Limited , and each of the shareholders of Markel Corporation listed on Schedule A thereto 99.1 Joint Press Release datedDecember 19, 2012 99.2 Investor presentation slides datedDecember 19, 2012 , to be used in connection with investor presentations 99.3 Letter to Business Partners datedDecember 19, 2012 99.4 Letter to Employees datedDecember 19, 2012
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This filing includes statements about future economic performance, finances, expectations, plans and prospects of
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This filing contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about
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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
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:
This filing relates to a proposed transaction between
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PARTICIPANTS IN THE SOLICITATION:
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Wordcount: | 3257 |
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