NEW YORK--(BUSINESS WIRE)-- 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.

  • 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