NEW
YORK, June 9, 2022 /PRNewswire/
-- Alleghany Corporation (NYSE: Y) today announced that its
stockholders voted to approve and adopt the Agreement and Plan of
Merger, dated as of March 20, 2022
(the "Merger Agreement"), pursuant to which Alleghany will be
acquired by Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) for
$848.02 per share of common stock in
cash.
"We are pleased our stockholders have overwhelmingly voted to
support this compelling transaction, which delivers significant
value to them. I want to personally thank Alleghany's employees for
their contributions and continued dedication that have made this
achievement possible," said Joseph P.
Brandon, Alleghany's President and Chief Executive Officer.
"Alleghany looks forward to further building on its success as part
of Berkshire Hathaway."
During the special meeting of stockholders held today,
approximately 84% of Alleghany's outstanding common shares, and
more than 98% of the votes cast, voted in favor of the merger
proposal. The final voting results at the special meeting will be
set forth in a Current Report on Form 8-K to be filed by Alleghany
with the U.S. Securities and Exchange Commission.
In addition to the approval today by Alleghany stockholders, the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired in early May. The transaction is expected to
close in the fourth quarter of 2022, subject to customary closing
conditions and regulatory approvals.
About Alleghany
Alleghany Corporation owns operating subsidiaries and manages
investments, anchored by a core position in property and casualty
reinsurance and insurance. Alleghany's property and casualty
subsidiaries include: Transatlantic Holdings, Inc., a leading
global reinsurer; RSUI Group, Inc., which underwrites wholesale
specialty insurance coverages; and CapSpecialty, Inc., an
underwriter of specialty casualty and surety insurance coverages.
Alleghany's subsidiary Alleghany Capital Corporation owns and
supports a diverse portfolio of eight non-financial businesses.
Forward-looking Statements
This release contains disclosures, which may be deemed
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "may,"
"will," "expect," "project," "estimate," "anticipate," "plan,"
"believe," "potential," "should" or the negative versions of those
words or other comparable words. Forward-looking statements do not
relate solely to historical or current facts, rather they are based
on management's expectations as well as certain assumptions and
estimates made by, and information available to, management at the
time. These statements are not guarantees of future performance.
These forward-looking statements are based upon Alleghany's current
expectations and are subject to a number of uncertainties and risks
that could significantly affect current plans, anticipated actions
and Alleghany's future financial condition and results.
Various forward-looking statements in this release relate to the
proposed acquisition by Berkshire Hathaway of Alleghany. Important
transaction-related and other risk factors that may cause these
forward-looking statements to differ include: (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ii) the
completion of the transaction on unanticipated terms and timing,
including delays in obtaining required regulatory approvals, and in
satisfying the other conditions to the completion of the
transaction; (iii) significant transaction costs associated
with the transaction; (iv) litigation relating to the
transaction, including the effects of any outcomes related thereto;
(v) the risk that disruptions from the transaction will harm
Alleghany's business, including current plans and operations;
(vi) the ability of Alleghany to retain and hire key
personnel; and (vii) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction.
Additional risks and uncertainties are discussed in the Annual
Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on
February 23, 2022 and Alleghany's
Quarterly Report on Form 10-Q for the three month period ended
March 31, 2022 filed with the SEC on
May 5, 2022 and subsequent filings
with the SEC. All forward-looking statements speak only as of the
date they are made and are based on information available at that
time. Alleghany does not undertake any obligation to update or
revise any forward-looking statements to reflect subsequent
circumstances or events.
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SOURCE Alleghany Corporation