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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission
Only (as Permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
TERRA NOVA (BERMUDA) HOLDINGS LTD.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state
how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Notes:
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Markel and Terra Nova Announce Definitive Agreement
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RICHMOND, VIRGINIA and HAMILTON, BERMUDA, January 31, 2000 - Markel Corporation
(NYSE: MKL) and Terra Nova (Bermuda) Holdings Ltd. (NYSE: TNA) jointly announced
that they have entered into definitive agreements with respect to the previously
announced revised terms of their merger agreement and that the revised
transaction has been approved by their respective Boards of Directors.
Under the revised agreement, Terra Nova shareholders would be entitled to
receive, for each ordinary share, $13.00 in cash, 0.07027 of a common share of a
new holding company and 0.07027 of a contingent value right ("CVR"). The
contingent value right is intended to increase the likelihood that a Terra Nova
shareholder will be able to realize a minimum value of $185 for each holding
company share received. Each Markel shareholder would continue to be entitled
to receive for each common share, one common share of the new holding company.
Upon completion of the transaction the holding company will be renamed Markel
Corporation. In addition, the companies have agreed that no dividend will be
paid by Terra Nova in the first quarter.
Shareholder Meetings, currently scheduled for February 10, 2000, will be
adjourned to a later date, to be announced, to consider the revised transaction.
Markel Corporation markets and underwrites specialty insurance products and
programs to a variety of niche markets. In each of these markets, the Company
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 profits and superior investment returns to build shareholder value.
Terra Nova (Bermuda) Holdings Ltd. is the holding company for five wholly owned
operating entities -- Terra Nova Insurance Company Limited in the UK, Terra Nova
(Bermuda) Insurance Company Ltd., Corifrance in Paris, and Terra Nova Capital
Limited and Octavian Syndicate Management Limited which manages six Lloyd's
syndicates in which the Company has a participation. Through these companies,
Terra Nova underwrites a diverse property, casualty, marine and aviation
insurance and reinsurance business on a worldwide basis.
Forward-looking statements contained in this press release are made under
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995 and involve a number of risks and uncertainties. The proposed transaction
is still subject to shareholder approval. Failure or delay in obtaining that
approval could have a material effect on the transaction. Other risk factors
and cautionary statements will be set forth in the revised proxy
statement/prospectus related to the transaction and/or in Markel's and Terra
Nova's periodic reports filed with the Securities and Exchange Commission.
Investors are urged to read the amendment to Markel Holdings' Registration
Statement on
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2
Form S-4 to be filed with the Securities and Exchange Commission because it will
contain important information. The joint proxy statement/prospectus included in
the Markel Holdings' Registration Statement on Form S-4 includes the identity of
the participants in the solicitation and a description of their direct or
indirect interests. Investors can get these documents when filed for free at
the SEC's web site at http://www.sec.gov.
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CONTACTS:
Markel Corporation: Steven A. Markel, 804-747-0136
Terra Nova (Bermuda) Holdings Ltd.: John J. Dwyer, 441-292-7731
