NEW YORK, Dec. 19, 2011
/PRNewswire/ -- Alleghany Corporation (NYSE: Y) ("Alleghany")
and Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic")
today jointly announced that they have received notification of
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the previously announced definitive agreement between Alleghany and
Transatlantic pursuant to which Transatlantic will merge with and
into a subsidiary of Alleghany. The transaction remains
subject to customary conditions, including receipt of other
regulatory approvals. The transaction is anticipated to close
in the first quarter of 2012.
About Alleghany
Alleghany 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
Transatlantic 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.
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 7, 2011 a 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 Alleghany or
Transatlantic may file with the SEC or send to their shareholders
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 Alleghany and Transatlantic with
the SEC at the SEC's website at www.sec.gov. You may also obtain
these documents by contacting Alleghany at Alleghany Corporation,
Attention: Investor Relations, 7 Times Square Tower, New York, New York 10036, (212) 752-1356, or
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.
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 7, 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 7, 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.
SOURCE Alleghany Corporation
