NEW YORK, Dec. 21, 2011 /PRNewswire/ -- Transatlantic
Holdings, Inc. (NYSE: TRH) ("Transatlantic") today announced that
it has set a record date and a meeting date for a special meeting
of its stockholders to consider and vote upon the adoption of the
previously announced Agreement and Plan of Merger, dated as of
November 20, 2011, by and among
Transatlantic, Alleghany Corporation (NYSE: Y) ("Alleghany") and
Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub,
LLC).
Transatlantic stockholders of record at the close of business on
Wednesday, January 4, 2012, will be
entitled to receive the notice of, and to vote at, the special
meeting. The special meeting will be held on Monday, February 6, 2012, at 10:00 a.m., New York
City time, at The Down Town Association, 60 Pine Street,
New York, N.Y.
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 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 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.
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 on December 21, 2011 Amendment No. 1 to its
registration statement on Form S-4 that includes a preliminary
joint proxy statement of Alleghany and Transatlantic that also
constitutes a prospectus of Alleghany. 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
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
FORM S-4, INCLUDING THE PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS FILED AND OTHER RELEVANT DOCUMENTS THAT WILL
BE FILED WITH THE SEC (INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS) IF AND WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy
of the preliminary 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, Attention: Investor Relations,
7 Times Square Tower, New York, New
York 10036, (212) 752-1356.
Alleghany and Transatlantic and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about Alleghany's
directors and executive officers is available in Alleghany's proxy
statement dated March 17, 2011 for
its 2011 Annual Meeting of Stockholders and in the preliminary
joint proxy statement/prospectus filed with the SEC on December 21, 2011. Information about
Transatlantic's directors and executive officers is available in
Transatlantic's proxy statement dated April
8, 2011 for its 2011 Annual Meeting of Stockholders and in
the preliminary joint proxy statement/prospectus filed by Alleghany
with the SEC on December 21, 2011.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be, to the
extent required, contained in the definitive joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the merger. Investors should read the definitive
joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from Alleghany or
Transatlantic using the sources indicated above.
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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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; 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.
Contacts:
Investors:
Thomas V. Cholnoky
Transatlantic Holdings, Inc.
Senior Vice President, Investor Relations
1-212-365-2292
investor_relations@transre.com
or
Tom Gardiner / 1-212-440-9872
Donna Ackerly / 1-212-440-9837
Georgeson Inc.
transatlantic@georgeson.com
Media:
Steve Frankel/Eric Bonach
Joele Frank, Wilkinson Brimmer
Katcher
1-212-355-4449
sfrankel@joelefrank.com
ebonach@joelefrank.com
or
Anthony Herrling/JoAnne Barrameda
Brainerd Communicators
1-212-986-6667
Ex. 738 (Herrling)/ex. 749 (Barrameda)
herrling@braincomm.com
barrameda@braincomm.com
SOURCE Transatlantic Holdings, Inc.
