NEW YORK, Feb. 6, 2012 /PRNewswire/ -- Alleghany
Corporation (NYSE: Y) ("Alleghany") today announced that its
stockholders overwhelmingly voted to approve the previously
announced merger of Transatlantic Holdings, Inc. (NYSE: TRH)
("Transatlantic"), into Shoreline Merger Sub, Inc., a wholly-owned
subsidiary of Alleghany (formerly Shoreline Merger Sub, LLC),
pursuant to the merger agreement, dated as of November 20, 2011, between Alleghany and
Transatlantic. In addition, Transatlantic's stockholders have
voted to approve and adopt the merger agreement.
At the special meeting of Alleghany stockholders held today,
approximately 7.3 million of Alleghany's 8.6 million shares of
common stock outstanding as of the January
4, 2012 record date were voted, with approximately 99.75% of
the votes cast in favor of the proposal to issue shares of
Alleghany common stock to Transatlantic stockholders in connection
with the merger.
The transaction, which is subject to regulatory approvals and
customary closing conditions, is expected to close in the first
quarter of 2012.
UBS Investment Bank and Morgan Stanley are serving as financial
advisors and Wachtell, Lipton, Rosen & Katz as legal advisor to
Alleghany.
About Alleghany
Alleghany 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.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this document contains
forward-looking statements within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended. These forward-looking statements, which are based on
current expectations, estimates and projections about the industry
and markets in which Alleghany and Transatlantic operate and
beliefs of and assumptions made by Alleghany management and
Transatlantic management, involve uncertainties that could
significantly affect the financial results of Alleghany or
Transatlantic or the combined company. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements, which
generally are not historical in nature. All statements that address
events or developments that we expect or anticipate will occur in
the future – including statements relating to the expected
timetable for completing the proposed transaction and the ability
of Alleghany and Transatlantic to obtain the regulatory approvals
required to consummate the transaction – are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with the ability to consummate
the merger and the timing of the closing of the merger; the
willingness of relevant regulatory authorities to approve the
merger and their timeliness in doing so; the potential impact of
announcement of the transaction or consummation of the transaction
on relationships, including with regulatory authorities; and those
additional risks and factors discussed in reports filed with the
Securities and Exchange Commission ("SEC") by Alleghany and
Transatlantic from time to time, including those discussed under
the heading "Risk Factors" in their respective most recently filed
reports on Form 10-K and 10-Q. Neither
Alleghany nor Transatlantic undertakes any duty to update
any forward-looking statements contained in this press release.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction between Alleghany
and Transatlantic, Alleghany filed with the SEC, and the SEC
declared effective on January 5,
2012, a registration statement on Form S-4 that includes a
joint proxy statement of Alleghany and Transatlantic and that also
constitutes a prospectus of Alleghany. This communication is
not a substitute for the joint proxy statement/prospectus or any
other document that Alleghany or Transatlantic may file with the
SEC or send to their stockholders in connection with the proposed
transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the joint proxy statement/prospectus and
other relevant documents filed by Alleghany and Transatlantic with
the SEC at the SEC's website at www.sec.gov. You may also obtain
these documents by contacting Alleghany at Alleghany Corporation,
Attention: Investor Relations, 7 Times Square Tower, New York, New York 10036, (212) 752-1356, or
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.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
SOURCE Alleghany Corporation
