NEW
YORK, April 18, 2022 /PRNewswire/ --
Alleghany Corporation (NYSE: Y) today announced the end of the
"go-shop" period under the previously announced definitive merger
agreement with Berkshire Hathaway Inc. (NYSE:BRK.A; BRK.B). Under
the terms of the agreement, Alleghany and its representatives were
permitted to solicit and consider alternative acquisition proposals
from third parties until April 14,
2022.
During the go-shop period, Alleghany and its financial advisor
solicited alternative acquisition proposals from 31 potentially
interested third parties. Despite these efforts, Alleghany did not
receive any alternative acquisition proposals. Following the
expiration of the "go-shop", Alleghany became bound by customary
"no-shop" restrictions under the definitive merger agreement that
limit its and its representatives' ability to initiate, solicit or
engage in discussions or negotiations regarding alternative
acquisition proposals from third parties, except as otherwise
permitted by the agreement, subject to compliance by Alleghany's
Board of Directors with its fiduciary duties. There is no
termination fee payable in the event of any termination of the
merger agreement.
The transaction is expected to close in the fourth quarter of
2022, subject to customary closing conditions, including approval
by Alleghany stockholders and receipt of regulatory
approvals.
Goldman, Sachs & Co. LLC is serving as financial advisor and
Willkie Farr & Gallagher LLP is
serving as legal advisor to Alleghany.
About Alleghany
Alleghany Corporation owns operating subsidiaries and manages
investments, anchored by a core position in property and casualty
reinsurance and insurance. Alleghany's property and casualty
subsidiaries include: Transatlantic Holdings, Inc., a leading
global reinsurer; RSUI Group, Inc., which underwrites wholesale
specialty insurance coverages; and CapSpecialty, Inc., an
underwriter of specialty casualty and surety insurance coverages.
Alleghany's subsidiary Alleghany Capital Corporation owns and
supports a diverse portfolio of eight non-financial businesses.
Forward-looking Statements
This release contains disclosures, which may be deemed
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
Various forward-looking statements in this release relate to the
acquisition by Berkshire Hathaway of Alleghany Corporation.
Important transaction-related and other risk factors that may cause
these forward-looking statements to differ include: (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ii) the
completion of the transaction on anticipated terms and timing,
including obtaining required stockholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
transaction; (iii) significant transaction costs associated with
the transaction; (iv) potential litigation relating to the
transaction, including the effects of any outcomes related thereto;
(v) the risk that disruptions from the transaction will harm
Alleghany's business, including current plans and operations; (vi)
the ability of Alleghany to retain and hire key personnel; and
(vii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction.
Additional risks and uncertainties are discussed in Alleghany's
Annual Report on Form 10-K for the year-ended December 31, 2021 filed with the Securities and
Exchange Commission (the "SEC") and subsequent filings with the
SEC. All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Alleghany does not undertake any obligation to update or revise any
forward-looking statements to reflect subsequent circumstances or
events.
Important Additional Information and Where to Find It
In connection with the transaction with Berkshire Hathaway,
Alleghany filed a preliminary proxy statement with the SEC on
April 11, 2022. The definitive
version of the proxy statement (if and when available) will be
mailed or otherwise delivered to Alleghany's stockholders.
ALLEGHANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND
RELATED MATTERS.
Investors and security holders may obtain, free of charge,
copies of the proxy statement (when it is available) and other
documents that are filed or will be filed with the SEC by Alleghany
through the website maintained by the SEC at www.sec.gov, the
Investor Relations portion of Alleghany's website
at https://www.alleghany.com/investor-relations/ or by
contacting Dale James at
212-752-1356.
Participants in the Solicitation
Alleghany and certain of its directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from Alleghany's stockholders in connection
with the transaction. Additional information regarding the identity
of the participants, and their respective direct and indirect
interests in the transaction, by security holdings or otherwise,
will be set forth in the proxy statement and other materials to be
filed with the SEC in connection with the transaction (if and when
they become available). Information relating to the foregoing can
also be found in Alleghany's proxy statement for its 2021 annual
meeting of stockholders, which was filed with the SEC on
March 15, 2021. You may obtain free
copies of these documents using the sources indicated above.
Contacts
Investors
Dale
James
Alleghany Corporation
212-752-1356
Dan Burch
Mackenzie Partners, Inc.
dburch@mackenziepartners.com
Media
Paul Scarpetta/Drew Brown/Warren
Rizzi
Sard Verbinnen & Co.
AlleghanyCorp-SVC@sardverb.com
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SOURCE Alleghany Corporation