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Transatlantic Announces Stockholder Approval Of Merger With Alleghany

Stocks in this article: TRH Y

NEW YORK, Feb. 6, 2012 /PRNewswire/ -- Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic") today announced that the company's stockholders have approved and adopted the previously announced Agreement and Plan of Merger, dated as of November 20, 2011, by and among Transatlantic, Alleghany Corporation (NYSE: Y) ("Alleghany") and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC).  In addition, Alleghany's stockholders have voted to approve the merger by approving the issuance of shares of Alleghany common stock to Transatlantic stockholders in connection with the merger. 

Based on the preliminary tabulation of the stockholder vote, approximately 99.85% of the total votes cast, which represents approximately 92.53% of the total outstanding shares of Transatlantic as of the January 4, 2012 record date, adopted the merger agreement. 

"We are pleased with the outcome of today's vote," said Richard S. Press, Chairman of the Transatlantic Board of Directors.  "On behalf of the Board and management team, I want to thank our stockholders for their support throughout this process.  We look forward to closing the transaction in this calendar quarter."

Transatlantic and Alleghany expect the merger to close in the first quarter of 2012.  Prior to such date, Transatlantic and Alleghany will publicly announce by joint press release the deadline date for holders of shares of Transatlantic common stock as of the January 4, 2012 record date to deliver the election forms in which record holders may specify the number of shares of Transatlantic common stock to convert into the right to receive merger consideration in the form of cash or shares of Alleghany common stock.  This election deadline will be announced at least 5 business days prior to such deadline.

Goldman, Sachs & Co. and Moelis & Company LLC are acting as financial advisors and Gibson, Dunn & Crutcher LLP is acting as legal counsel to Transatlantic.

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