Alleghany Announces Final Merger Consideration Election Results For Former Transatlantic Stockholders

NEW YORK, March 9, 2012 /PRNewswire/ -- Alleghany Corporation (NYSE: Y) ("Alleghany") today announced the final results of the elections made by the former stockholders of Transatlantic Holdings, Inc. ("Transatlantic") regarding the form of consideration to be received in connection with the merger of Transatlantic with and into a wholly-owned subsidiary of Alleghany, which merger became effective on March 6, 2012.

Pursuant to the terms of the merger agreement signed on November 20, 2011, former Transatlantic stockholders were entitled to elect to receive, in exchange for each share of Transatlantic common stock held, either shares of Alleghany common stock or cash consideration with a value equal to approximately $61.14, subject to proration in the event cash was oversubscribed or undersubscribed.

The final results of the elections made by former Transatlantic stockholders are as follows:

• Holders of 45,107,272 Transatlantic shares, or approximately 78.3% of the outstanding Transatlantic shares, made valid elections to receive shares of Alleghany stock.
• Holders of 6,887,823 Transatlantic shares, or approximately 12.0% of the outstanding Transatlantic shares, made valid elections to receive cash.
• Holders of 5,612,426 Transatlantic shares, or approximately 9.7% of the outstanding Transatlantic shares, did not make an election or were deemed not to have made a valid election.

The cash component of the aggregate merger consideration is fixed at $816,007,519, which amount was undersubscribed.  Each Transatlantic share for which a valid election was made to receive cash or for which a valid election was not made will receive approximately $61.14 in cash.  Pursuant to the proration formula set forth in the merger agreement, former Transatlantic stockholders will receive approximately $1.15 in cash and 0.1854 Alleghany shares for each Transatlantic share for which a valid election was made to receive stock consideration.  No fractional shares of Alleghany stock will be issued; in lieu of fractional shares, former Transatlantic stockholders will receive cash.            

UBS Investment Bank and Morgan Stanley acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Alleghany.

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