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| DR > SEC Filings for DR > Form 8-K on 8-Aug-2008 | All Recent SEC Filings |
8-Aug-2008
Results of Operations and Financial Condition, Other Events,
On August 8, 2008, Darwin Professional Underwriters, Inc. issued a press release announcing results for the quarter ended June 30, 2008. A copy of the press release dated August 8, 2008, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On August 8, 2008, the Company issued a press release announcing that the Federal Trade Commission had granted early termination of the pre-merger waiting period in connection with the Company's previously announced entry into an Agreement and Plan of Merger, dated as of June 27, 2008, with Allied World Assurance Company Holdings, Ltd ("Parent") and Allied World Merger Company ("MergerCo").
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain matters discussed in this Form 8-K and the exhibits filed herewith are
forward-looking statements. Such statements involve risks, uncertainties and
other factors that could cause actual results to differ materially from those in
the forward-looking statements. Such factors include, but are not limited to,
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Agreement and Plan of Merger, dated as of June 27,
2008, by and among the Company, Parent and MergerCo (the "Merger Agreement");
the outcome of any legal proceedings that may be instituted against us and
others following the announcement of the Merger Agreement; the inability to
complete the merger due to the failure to obtain the Company's stockholder
approval or the failure to satisfy other conditions to the merger; risks that
the proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the accuracy of
assumptions underlying the Company's outlook; and other risks described in the
Company's filings with the Securities and Exchange Commission ("SEC"), including
the Company's Annual Report on Form 10-K for 2008. These forward-looking
statements represent the Company's judgment as of the date of this document. The
Company disclaims any intent or obligation to update these forward-looking
statements.
ADDITIONAL INFORMATION:
This filing is being made in respect of the proposed merger described in the
Merger Agreement, involving the Parent and the Company. In connection with the
merger, the Company will file a proxy statement with the SEC. Investors are
urged to read the proxy statement when it becomes available because it will
contain important information. The Company's stockholders and other interested
parties will be able to obtain the proxy statement, as well as other filings
containing information about the Company (when they become available), free of
charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy
statement and other filings made by the Company with the SEC can also be
obtained, free of charge, by visiting the Company's website at
http://www.darwinpro.com.
PARTICIPANTS IN THE SOLICITATION:
The directors and executive officers of the Company may be deemed to be
participants in the solicitation of proxies in respect of the proposed merger.
Information regarding the Company's directors and executive officers is
available in the Company's proxy statement for its 2008 Annual Meeting filed
with the SEC on April 7, 2008. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC regarding the merger when they
become available. Investors should read the proxy statement carefully when it
becomes available before making any voting or investment decisions.
Exhibit 99.1: Financial results press release issued by Darwin Professional Underwriters, Inc. on August 8, 2008.
The information contained in the press release attached as Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such press release be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth therein.
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