"No acquisition proposals were received or deemed to constitute a superior proposal to the existing merger agreement," the statement read.
"Validus believes the Transatlantic board has repeatedly failed to take the necessary steps to secure greater value for Transatlantic stockholders and that Validus's superior proposal is a better alternative for Transatlantic stockholders," Edward J. Noonan, chairman and chief executive of Validus, said in a statement.
(This argument neglects the fact that the special committee had found an earlier proposal by Mr. Icahn, in which he would have bought 58 percent of the company outright for $15 a share, likely to lead to a superior proposal).
Ameristar Casinos on Tuesday stepped up with a $47-per-share 47-per-share 47-per-shareon for Aztar, an offer that Aztar's bidrd of directors has dubbed a "superior proposal".
The term "superior proposal" is also defined in the acquisition agreement.
After the merger was approved by the board another suitor, Omnicare, Inc., forwarded a superior proposal.
However, there can be no assurance that either non-binding alternative acquisition proposal will ultimately lead to a superior proposal.
The agreement, however, also provides eBay with a customary right to match a superior proposal.
"Truly disinterested directors will see this as a superior proposal," the letter said.
In a note sent to Hillshire president and CEO Sean Connolly, Lovette noted that the Hillshire-Pinnacle acquisition agreement includes a "superior proposal" clause and that Pilgrim's offer is of "superior value and far greater certainty to Hillshire shareholders than the contemplated Pinnacle transaction". Representatives from Pinnacle were not immediately available for comment.
Lawson then evaluated 'strategic alternatives' – they contacted other potential acquirers, but a superior proposal was not received.
