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4. The 2000 Transaction: Trenwick Grows Again By Merging With Another Public Company, LaSalle Re Holdings Limited

Beginning in 1998, and continuing in 1999, Trenwick had explored an interest in

acquiring yet another publicly-traded insurance company. That company, LaSalle Re

Holdings Limited, was a Bermuda entity whose shares traded on the NYSE. The primary

business of LaSalle Re was to operate as an underwriter of property catastrophe

reinsurance on a worldwide basis. As a secondary line of business, LaSalle Re also wrote

certain types of specialty insurance and provided capital support to certain Lloyd’s of

London syndicates.

After LaSalle finished exploring its options, which included overtures from

entities other than Trenwick, it decided to sign a merger agreement with Trenwick. That

agreement contemplated that both the Trenwick and the LaSalle common stockholders

would become stockholders in a new NYSE-listed entity, Trenwick Group Ltd., which

would be domiciled in Bermuda. For each share of their Trenwick and LaSalle shares,

stockholders would receive one share in the new Trenwick Group holding company. As

a result, the former LaSalle stockholders received a premium to market and would hold a

majority of the shares of the resulting entity. The Trenwick stockholders voted to

approve the merger on September 25, 2000. As a result of the LaSalle merger, the

Trenwick board was increased to fourteen members when three former LaSalle directors


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