NEW YORK, Dec. 21, 2011 /PRNewswire/ -- Alleghany
Corporation (NYSE: Y) ("Alleghany") today announced that it has
established a record date and a meeting date for a special meeting
of its stockholders to consider and vote upon a proposal to issue
shares of Alleghany common stock in connection with the previously
announced merger of Transatlantic Holdings, Inc. (NYSE: TRH)
("Transatlantic"), into Shoreline Merger Sub, Inc., a wholly-owned
subsidiary of Alleghany, pursuant to the merger agreement, dated as
of November 20, 2011, between
Alleghany and Transatlantic.
Alleghany stockholders of record at the close of business on
Wednesday, January 4, 2012, will be
entitled to notice of the special meeting and to vote at the
special meeting. The special meeting will be held on Monday, February 6, 2012, at 10:00 a.m., local time, at the Harvard Club of
New York City, 35 West 44th
Street, New York, New York.
UBS Investment Bank and Morgan Stanley are serving as financial
advisors and Wachtell, Lipton, Rosen & Katz as legal advisor to
Alleghany.
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.
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; whether Alleghany
stockholders approve the stock issuance and whether Transatlantic
stockholders vote to adopt the merger agreement; the 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.
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, amended by Amendment No. 1 filed with the SEC on December 21, 2011, 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, as amended by Amendment No. 1
filed with the SEC on December 21,
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, as amended by
Amendment No. 1 filed with the SEC on December 21, 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.
SOURCE Alleghany Corporation