NEW YORK, Feb. 22, 2012 /PRNewswire/ -- Alleghany
Corporation (NYSE: Y) ("Alleghany") and Transatlantic Holdings, Inc.
(NYSE: TRH) ("Transatlantic") today announced that Transatlantic
stockholders that wish to make an election with respect to the
consideration to be received in the proposed merger with
Alleghany must deliver a properly
completed election form to Computershare by 5:00 p.m., New York
City time, on March 1, 2012
(the "Election Deadline"). Subject to regulatory and
other customary closing conditions, Alleghany and Transatlantic expect to close
the merger on March 6, 2012.
Transatlantic stockholders who hold their shares through a bank,
broker or other nominee may have an election deadline earlier than
the Election Deadline. These stockholders should carefully
review any materials they receive from their bank, broker or other
nominee to determine the election deadline applicable to them.
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 are entitled to elect to receive, for
each share of Transatlantic common stock they hold, either 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. Transatlantic
stockholders who do not make a timely election or fail to deliver a
properly completed election form to Computershare by the Election
Deadline will not be able to elect the form of merger consideration
they will receive in the merger. These non-electing
stockholders will receive all cash, all Alleghany common shares or a combination of
cash and Alleghany common shares
according to the allocation rules set forth in the merger
agreement.
If, after submitting its election form, a Transatlantic
stockholder wishes to sell or otherwise transfer some or all of the
shares covered by its election, the stockholder will have to revoke
its election in order to deliver the shares to the purchaser or
other transferee. Such revocation must be received by
Computershare prior to the Election Deadline. Because a
Transatlantic stockholder may revoke its election only prior to the
Election Deadline, after the Election Deadline and prior to the
effective time of the merger, such stockholder will not be able to
sell or otherwise transfer shares for which an election is
effective as of the Election Deadline.
Beginning on January 6, 2012, the
required election forms and accompanying instructions were mailed
to Transatlantic stockholders of record as of January 4, 2012. Transatlantic stockholders,
including those that acquired their shares after January 4, 2012, may request copies of these
forms from Transatlantic's proxy solicitor, Georgeson Inc., by
calling toll free, (888) 613-9817. Transatlantic stockholders
who hold their shares through a bank, broker or other nominee
should contact their bank, broker or other nominee to obtain
additional copies of the election documents.
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; 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