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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 [_]
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[_] 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.
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pursuant to Exchange Act Rule 0-11
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MARKEL CORPORATION AND TERRA NOVA (BERMUDA) HOLDINGS LTD.
ANNOUNCE REVISED MERGER AGREEMENT
RICHMOND, VIRGINIA and HAMILTON, BERMUDA, January 26, 2000 - Markel Corporation
(NYSE: MKL) and Terra Nova (Bermuda) Holdings Ltd (NYSE: TNA), jointly announced
that they have agreed to revised terms for their previously announced merger and
scheme of arrangement.
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.
Each CVR will represent the right, on the 30th month anniversary of the proposed
transaction, to receive in cash or Markel common stock the amount by which the
average closing price of a share of Markel common stock for twenty consecutive
trading days ("Average Trading Value") prior to maturity is less than $185.00
per share, but in no event will the amount per CVR exceed $45.00. If the Average
Trading Value of Markel Common Stock is equal to or greater than $185.00 per
share at any time during the term of the CVR's, the CVR's will automatically be
extinguished without further consideration or action by Markel or shareholders.
Markel may redeem all, but not less than all, the CVR's at any time upon not
less than 30 days notice at a price equal to the then discounted present value
of the difference between $185.00 and the Average Trading Value of Markel common
stock five business days prior to the notice of redemption.
The revised terms are subject to negotiation and execution of definitive
documentation and the approval of the boards and shareholders of each of the
companies. Shareholder Meetings, currently scheduled for February 10, 2000,
will be adjourned to a later date, to be announced, to consider the revised
transaction.
The new agreement was reached after preliminary information indicated that Terra
Nova will report a loss for the fourth quarter and for the full year of 1999 and
after taking into account the decline in the market price of Markel shares since
the merger agreement was signed in August 1999. Terra Nova stated that the
fourth quarter loss results from several factors including significant
catastrophe losses in the quarter, primarily from European storms, a one time
charge for reinsurance in connection with the company's decision to close
certain operations and exit certain lines of business and adverse claim
development in the company's international property reinsurance business. The
full year after tax loss is not expected to exceed $2.13 per share and Terra
Nova's year end book value is expected to be not less than $445 million or
$17.57 per share.
(more)
Steve Markel, Markel's Vice-Chairman and John Dwyer, Terra Nova's Chairman, each
stated that they believe that the reasons that led the two companies to the
merger
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agreement in August are as valid today as they were then. Steve Markel
added, "We are very happy that we have satisfactorily adjusted the transaction
in a manner which is good for all parties. We will continue to work diligently
with Terra Nova associates to consummate the transaction and together continue
to build shareholder value over the long term."
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 board and shareholder approval. Failure or delay in
obtaining these approvals 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 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
