Alleghany Corporation (NYSE: Y) (“Alleghany”) and Transatlantic
Holdings, Inc. (NYSE: TRH) (“Transatlantic”) today announced the
preliminary results of the elections made by Transatlantic
stockholders regarding the form of merger consideration to be
received in Alleghany’s pending acquisition of Transatlantic.
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).
Pursuant to the terms of the merger agreement, Transatlantic
stockholders were entitled to elect to receive, for each share of
Transatlantic common stock held, either shares of Alleghany common
stock or cash consideration with a value equal to the sum of (i)
0.145 multiplied by the average of the closing sales prices on the
NYSE for Alleghany common stock during the five trading days ending
the day before the completion of the merger and (ii) $14.22,
subject to proration in the event cash is oversubscribed or
undersubscribed.
Based on available information as of the election deadline of
5:00 p.m. Eastern Time on March 1, 2012, the preliminary election
results were:
- Holders of 45,671,833 Transatlantic
shares, or approximately 79.3% of the outstanding Transatlantic
shares, elected to receive shares of Alleghany stock (which
includes 3,260,860 shares that made elections pursuant to
guaranteed delivery procedures).
- Holders of 6,912,964 Transatlantic
shares, or approximately 12.0% of the outstanding Transatlantic
shares, elected to receive cash (which includes 255,441 shares that
made elections pursuant to guaranteed delivery procedures).
- Holders of 4,991,997 Transatlantic
shares, or approximately 8.7% of the outstanding Transatlantic
shares, did not make an election.
Transatlantic stockholders electing to receive Alleghany stock
may be prorated and receive a combination of shares of Alleghany
stock and cash for their Transatlantic shares. No fractional shares
of Alleghany stock will be issued; in lieu of fractional shares,
Transatlantic stockholders will receive cash.
After the final results of the election process are determined,
the final merger consideration, and the allocation of the merger
consideration, will be computed using the formula set forth in the
merger agreement. A press release announcing the final merger
consideration will be issued after the final consideration is
determined.
Although Alleghany and Transatlantic have received substantially
all necessary approvals needed to close the transaction, including
those of the New York Department of Financial Services and Lloyds
of London, the parties are awaiting the approval of the proposed
merger from the Swiss Financial Market Supervisory Authority
("FINMA"), which approval is needed to complete the transaction.
Alleghany and Transatlantic expect to receive approval from FINMA,
however such approval may not be received prior to the previously
announced expected closing date of March 6, 2012, in which case the
closing date will not occur until the time such approval is
received.
UBS Investment Bank and Morgan Stanley are acting as financial
advisors and Wachtell, Lipton, Rosen & Katz is acting as legal
counsel to Alleghany. 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 Alleghany Corporation
Alleghany Corporation (NYSE: Y) 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.
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, including the risk that FINMA may not
approve the proposed merger or may not approve the proposed merger
in the timeframe expected; the ability to successfully integrate
our operations and employees; the ability to realize anticipated
benefits 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 and Alleghany’s
respective Forms 10-K and other filings with the SEC. Transatlantic
and Alleghany are under no obligation (and expressly disclaim 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 Transatlantic 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 Transatlantic’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 Transatlantic 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 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, 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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