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.
Select the service that is right for you!COMPARE ALL SERVICES
Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.
- $2.5+ million portfolio
- Large-cap and dividend focus
- Intraday trade alerts from Cramer
- Weekly roundups
Access the tool that DOMINATES the Russell 2000 and the S&P 500.
- Buy, hold, or sell recommendations for over 4,300 stocks
- Unlimited research reports on your favorite stocks
- A custom stock screener
- Upgrade/downgrade alerts
Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.
- Diversified model portfolio of dividend stocks
- Alerts when market news affect the portfolio
- Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.
- Real Money + Doug Kass + 15 more Wall Street Pros
- Intraday commentary & news
- Ultra-actionable trading ideas
Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.
- 100+ monthly options trading ideas
- Actionable options commentary & news
- Real-time trading community
- Options TV