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Feb. 22, 2012 /PRNewswire/ -- Alleghany Corporation (NYSE: Y) ("
Alleghany") and Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic") today announced that Transatlantic stockholders that wish to make an election with respect to the consideration to be received in the proposed merger with
Alleghany must deliver a properly completed election form to Computershare by
New York City time, on
March 1, 2012 (the "Election Deadline"). Subject to regulatory and other customary closing conditions,
Alleghany and Transatlantic expect to close the merger on
March 6, 2012.
Transatlantic stockholders who hold their shares through a bank, broker or other nominee may have an election deadline earlier than the Election Deadline. These stockholders should carefully review any materials they receive from their bank, broker or other nominee to determine the election deadline applicable to them.
As previously announced, on
November 20, 2011, Transatlantic entered into an Agreement and Plan of Merger with
Alleghany and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC). Pursuant to the terms of the merger agreement, Transatlantic stockholders are entitled to elect to receive, for each share of Transatlantic common stock they hold, either stock or cash consideration with a value equal to 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, subject to proration in the event cash is oversubscribed or undersubscribed. Transatlantic stockholders who do not make a timely election or fail to deliver a properly completed election form to Computershare by the Election Deadline will not be able to elect the form of merger consideration they will receive in the merger. These non-electing stockholders will receive all cash, all
Alleghany common shares or a combination of cash and
Alleghany common shares according to the allocation rules set forth in the merger agreement.
If, after submitting its election form, a Transatlantic stockholder wishes to sell or otherwise transfer some or all of the shares covered by its election, the stockholder will have to revoke its election in order to deliver the shares to the purchaser or other transferee. Such revocation must be received by Computershare prior to the Election Deadline. Because a Transatlantic stockholder may revoke its election only prior to the Election Deadline, after the Election Deadline and prior to the effective time of the merger, such stockholder will not be able to sell or otherwise transfer shares for which an election is effective as of the Election Deadline.