Alleghany Corporation (NYSE: Y) (“Alleghany”) and Transatlantic Holdings, Inc. (NYSE: TRH) (“Transatlantic”) today announced the preliminary results of the elections made by Transatlantic stockholders regarding the form of merger consideration to be received in Alleghany’s pending acquisition of Transatlantic.
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 were entitled to elect to receive, for each share of Transatlantic common stock held, either shares of Alleghany common 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.
Based on available information as of the election deadline of 5:00 p.m. Eastern Time on March 1, 2012, the preliminary election results were:
- Holders of 45,671,833 Transatlantic shares, or approximately 79.3% of the outstanding Transatlantic shares, elected to receive shares of Alleghany stock (which includes 3,260,860 shares that made elections pursuant to guaranteed delivery procedures).
- Holders of 6,912,964 Transatlantic shares, or approximately 12.0% of the outstanding Transatlantic shares, elected to receive cash (which includes 255,441 shares that made elections pursuant to guaranteed delivery procedures).
- Holders of 4,991,997 Transatlantic shares, or approximately 8.7% of the outstanding Transatlantic shares, did not make an election.
Transatlantic stockholders electing to receive Alleghany stock may be prorated and receive a combination of shares of Alleghany stock and cash for their Transatlantic shares. No fractional shares of Alleghany stock will be issued; in lieu of fractional shares, Transatlantic stockholders will receive cash.