NEW YORK, Feb. 6, 2012
/PRNewswire/ -- Transatlantic Holdings, Inc. (NYSE: TRH)
("Transatlantic") today announced that the company's stockholders
have approved and adopted 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). In addition, Alleghany's
stockholders have voted to approve the merger by approving the
issuance of shares of Alleghany common stock to Transatlantic
stockholders in connection with the merger.
Based on the preliminary tabulation of the stockholder vote,
approximately 99.85% of the total votes cast, which represents
approximately 92.53% of the total outstanding shares of
Transatlantic as of the January 4,
2012 record date, adopted the merger agreement.
"We are pleased with the outcome of today's vote," said
Richard S. Press, Chairman of the
Transatlantic Board of Directors. "On behalf of the Board and
management team, I want to thank our stockholders for their support
throughout this process. We look forward to closing the
transaction in this calendar quarter."
Transatlantic and Alleghany expect the merger to close in the
first quarter of 2012. Prior to such date, Transatlantic and
Alleghany will publicly announce by joint press release the
deadline date for holders of shares of Transatlantic common stock
as of the January 4, 2012 record date
to deliver the election forms in which record holders may specify
the number of shares of Transatlantic common stock to convert into
the right to receive merger consideration in the form of cash or
shares of Alleghany common stock. This election deadline will
be announced at least 5 business days prior to such deadline.
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 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 and synergies 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's
Form 10-K and other filings with the SEC. Transatlantic is
under no obligation (and expressly disclaims 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 TRH 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 TRH'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 TRH 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 TRH and
Alleghany with the SEC at the SEC's website at www.sec.gov.
You may also obtain these documents by contacting TRH'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.
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.