For information, contact: Thomas V. Cholnoky
(212) 365-2292
Combination Forms Leading Global Specialty Insurance and Reinsurance Franchise
NEW YORK - March 6, 2012 - Alleghany Corporation (NYSE: Y) ("Alleghany") and Transatlantic Holdings, Inc. ("Transatlantic") today announced the closing of their previously announced combination, creating a leading franchise across specialty insurance and reinsurance lines. With the closing of the transaction, Transatlantic becomes an operating subsidiary of Alleghany, and is expected to increase Alleghany's breadth of distribution, diversify its underwriting activities and add to its financial strength and flexibility.
Pursuant to the terms of the merger agreement signed on
November 20, 2011, former Transatlantic stockholders are
entitled to receive, for each share of Transatlantic common
stock held, either shares of Alleghany common stock or cash
consideration with a value equal to $61.14, which is 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. In addition, the Alleghany Board of Directors has
been expanded to include former Transatlantic directors
Stephen P. Bradley, Ian H. Chippendale and John G. Foos.
Current Transatlantic President and CEO Michael C. Sapnar
will continue to serve in that capacity. In connection with
the transaction, reinsurance industry veteran Joseph P.
Brandon has been appointed as President of Alleghany
Insurance Holdings LLC, Executive Vice President of Alleghany
and Chairman of Transatlantic's Board.
The closing follows the satisfaction of all conditions to
closing of the merger, including receipt of certain
regulatory approvals and receipt of approval of the
transaction by Alleghany and Transatlantic stockholders,
which stockholder approvals were obtained on February 6,
2012.
Weston M. Hicks, President and CEO of Alleghany commented on
the transaction's closing, stating, "I am very pleased to
welcome Transatlantic into the Alleghany family. Together we
expect to have the flexibility to allocate our capital to the
highest risk-adjusted return opportunities in insurance and
reinsurance. I believe that our similar cultures, values and
objectives will help ensure a seamless transition." Mr. Hicks
continued, "I am especially pleased to welcome Joe Brandon
and Mike Sapnar to our leadership ranks, and I expect their
talents, insights and industry relationships will contribute
greatly to our efforts to manage Alleghany's growing
reinsurance operations."
Michael C. Sapnar, President and CEO of Transatlantic, added,
"We are delighted to join Weston, Joe and the entire
Alleghany team in working to realize the great potential that
this combination offers. We believe that Transatlantic is
well positioned to build on its industry-leading global
reinsurance franchise as part of Alleghany. I am grateful to
our clients, staff, stockholders and Board of Directors for
their support as we worked to achieve a successful outcome to
this process."
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About Alleghany CorporationAlleghany 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., an operating subsidiary of Alleghany, 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