Alleghany and Transatlantic Provide Update to Stockholders Regarding Closing Date of Merger
06 March 2012 - 4:10AM
Business Wire
Alleghany Corporation (NYSE: Y) (“Alleghany”) and Transatlantic
Holdings, Inc. (NYSE: TRH) (“Transatlantic”) today
announced that the closing of the pending merger has been
scheduled for March 6, 2012.
As previously announced, on November 20, 2011, Transatlantic
entered into an Agreement and Plan of Merger with Alleghany
Corporation and Shoreline Merger Sub, Inc. (formerly, Shoreline
Merger Sub, LLC).
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, including the risk
that all regulatory approvals may not be obtained, and the timing
of the closing of the merger, including the risk that the closing
may not occur on March 6, 2012; 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.
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