Transatlantic Provides Clarification to Stockholders Regarding Merger with Alleghany
08 Février 2012 - 12:17AM
Business Wire
Transatlantic Holdings, Inc. (NYSE: TRH) (“Transatlantic”) today
clarified that all Transatlantic stockholders, including those who
were not record holders on the January 4, 2012 record date for
yesterday’s special meeting of Transatlantic stockholders and
consequently have not received election forms with respect to the
proposed merger with Alleghany Corporation (NYSE: Y) (“Alleghany”),
may request such forms from Transatlantic's proxy solicitor,
Georgeson Inc., by calling, toll free, (888) 613-9817. All
Transatlantic stockholders are entitled to use such election forms
to specify the number of shares of Transatlantic common stock, if
any, that they desire to convert into the right to receive merger
consideration in the form of cash or shares of Alleghany common
stock, subject to proration if cash is oversubscribed or
undersubscribed.
Transatlantic stockholders must submit their election forms in
accordance with the instructions set forth therein prior to the
election deadline. Transatlantic and Alleghany will publicly
announce by joint press release this election deadline at least 5
business days prior to such deadline.
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).
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.
Transatlantic (NYSE:TRH)
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