NEW YORK, March 2, 2012 /PRNewswire/ -- Alleghany
Corporation (NYSE: Y) ("Alleghany") and Transatlantic Holdings, Inc.
(NYSE: TRH) ("Transatlantic") today announced the preliminary
results of the elections made by Transatlantic stockholders
regarding the form of merger consideration to be received in
Alleghany's pending acquisition of
Transatlantic.
As previously announced, on November 20,
2011, Transatlantic entered into an Agreement and Plan of
Merger with Alleghany and
Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub,
LLC). Pursuant to the terms of the merger agreement,
Transatlantic stockholders were entitled to elect to receive, for
each share of Transatlantic common stock held, either shares of
Alleghany common stock or cash consideration with a value equal to
the sum of (i) 0.145 multiplied by the average of the closing sales
prices on the NYSE for Alleghany
common stock during the five trading days ending the day before the
completion of the merger and (ii) $14.22, subject to proration in the event cash is
oversubscribed or undersubscribed.
Based on available information as of the election deadline of
5:00 p.m. Eastern Time on
March 1, 2012, the preliminary
election results were:
- Holders of 45,671,833 Transatlantic shares, or approximately
79.3% of the outstanding Transatlantic shares, elected to receive
shares of Alleghany stock (which includes 3,260,860 shares that
made elections pursuant to guaranteed delivery procedures).
- Holders of 6,912,964 Transatlantic shares, or approximately
12.0% of the outstanding Transatlantic shares, elected to receive
cash (which includes 255,441 shares that made elections pursuant to
guaranteed delivery procedures).
- Holders of 4,991,997 Transatlantic shares, or approximately
8.7% of the outstanding Transatlantic shares, did not make an
election.
Transatlantic stockholders electing to receive Alleghany stock may be prorated and receive a
combination of shares of Alleghany stock and cash for their
Transatlantic shares. No fractional shares of Alleghany stock
will be issued; in lieu of fractional shares, Transatlantic
stockholders will receive cash.
After the final results of the election process are determined,
the final merger consideration, and the allocation of the merger
consideration, will be computed using the formula set forth in the
merger agreement. A press release announcing the final merger
consideration will be issued after the final consideration is
determined.
Although Alleghany and
Transatlantic have received substantially all necessary approvals
needed to close the transaction, including those of the New York
Department of Financial Services and Lloyds of London, the parties
are awaiting the approval of the proposed merger from the Swiss
Financial Market Supervisory Authority ("FINMA"), which approval is
needed to complete the transaction. Alleghany and Transatlantic expect to receive
approval from FINMA, however such approval may not be received
prior to the previously announced expected closing date of
March 6, 2012, in which case the
closing date will not occur until the time such approval is
received.
UBS Investment Bank and Morgan Stanley are acting as financial
advisors and Wachtell, Lipton, Rosen & Katz is acting as legal
counsel to Alleghany. Goldman, Sachs & Co. and Moelis
& Company LLC are acting as financial advisors and Gibson, Dunn
& Crutcher LLP is acting as legal counsel to Transatlantic.
About Alleghany Corporation
Alleghany Corporation (NYSE: Y) creates stockholder value
through the ownership and management of operating subsidiaries and
investments, anchored by a core position in property and casualty
insurance. Alleghany's
current operating subsidiaries include: RSUI Group, Inc., a
national underwriter of property and liability specialty insurance
coverages; Capitol Transamerica Corporation, an underwriter of
property and casualty insurance coverages with a focus on the
Midwest and Plains states and a national underwriter of specialty
property and casualty and surety insurance coverages; Pacific
Compensation Corporation, an underwriter of workers' compensation
insurance primarily in California;
and Alleghany Properties LLC, a significant landowner in
Sacramento, California.
About Transatlantic Holdings, Inc.
Transatlantic Holdings, Inc. is a leading international
reinsurance organization headquartered in New York, with operations on six continents.
Its subsidiaries, Transatlantic Reinsurance Company®, Trans Re
Zurich Reinsurance Company Ltd. and Fair American Insurance and
Reinsurance Company (formerly Putnam Reinsurance Company), offer
reinsurance capacity on both a treaty and facultative basis ―
structuring programs for a full range of property and casualty
products, with an emphasis on specialty risks.
Visit – www.transre.com – for additional information about
Transatlantic.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties. Statements that
are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Such
statements involve risks and uncertainties, which may cause actual
results to differ materially from those set forth in these
statements. For example, these forward-looking statements
could be affected by factors including, without limitation, risks
associated with the ability to consummate the merger with
Alleghany and the timing of the
closing of the merger, including the risk that FINMA may not
approve the proposed merger or may not approve the proposed merger
in the timeframe expected; the ability to successfully integrate
our operations and employees; the ability to realize anticipated
benefits of the transaction; the potential impact of announcement
of the transaction or consummation of the transaction on
relationships, including with employees, credit rating agencies,
customers and competitors; the ability to retain key personnel; the
ability to achieve targets for investment returns, revenues, and
book value per share; changes in financial markets, interest rates
and foreign currency exchange rates; pricing and policy term
trends; increased competition; the impact of acts of terrorism and
acts of war; greater frequency or severity of unpredictable
catastrophic events; negative rating agency actions; the adequacy
of loss reserves; changes in regulations or tax laws; changes in
the availability, cost or quality of reinsurance or retrocessional
coverage; the cyclical nature of the property and casualty
insurance industry; judicial, legislative, political and other
governmental developments; management's response to the factors
described herein; and those additional risks and factors discussed
in reports filed with the Securities and Exchange Commission
("SEC") from time to time, including those detailed in the
"Cautionary Statement Regarding Forward-Looking Information", "Risk
Factors" and other sections of Transatlantic and Alleghany's respective Forms 10-K and other
filings with the SEC. Transatlantic and Alleghany are under no obligation (and
expressly disclaim any such obligation) to update or revise any
forward-looking statement that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Additional Information about the Proposed Transaction and
Where to Find It
This communication contains information about a proposed merger
between Transatlantic and Alleghany. In connection with the
proposed merger, Alleghany has
filed with the SEC, and the SEC declared effective on January 5, 2012, a registration statement on Form
S-4, which includes Transatlantic's proxy statement as part of the
joint proxy statement/prospectus, that provides details of the
proposed merger and the attendant benefits and risks. This
communication is not a substitute for the joint proxy
statement/prospectus or any other document that Transatlantic or
Alleghany may file with the SEC or
send to their stockholders in connection with the proposed
merger. Investors and security holders are urged to read
the joint proxy statement/prospectus, and all other relevant
documents filed with the SEC or sent to stockholders as they become
available because they will contain important information about the
proposed merger. You may obtain a free copy of the joint
proxy statement/prospectus and other relevant documents filed by
Transatlantic and Alleghany with
the SEC at the SEC's website at www.sec.gov. You may also
obtain these documents by contacting Transatlantic's Investor
Relations department at Transatlantic Holdings, Inc., 80 Pine
Street, New York, New York 10005,
or via e-mail at investor_relations@transre.com; or by contacting
Alleghany at Alleghany
Corporation, 7 Times Square Tower, New
York, New York 10036.
This communication does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, or a solicitation
of any vote or approval.
SOURCE Alleghany Corporation
