NEW YORK -- (Business Wire)
Alleghany Corporation (NYSE: Y) (“Alleghany”) and Transatlantic
Holdings, Inc. (NYSE: TRH) (“Transatlantic”) today announced that the
closing of the pending merger has been scheduled for March 6, 2012.
As previously announced, on November 20, 2011, Transatlantic entered
into an Agreement and Plan of Merger with Alleghany Corporation and
Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC).
UBS Investment Bank and Morgan Stanley are acting as financial advisors
and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to
Alleghany. Goldman, Sachs & Co. and Moelis & Company LLC are acting as
financial advisors and Gibson, Dunn & Crutcher LLP is acting as legal
counsel to Transatlantic.
About Alleghany Corporation
Alleghany Corporation (NYSE: Y) creates stockholder value through the
ownership and management of operating subsidiaries and investments,
anchored by a core position in property and casualty insurance.
Alleghany’s current operating subsidiaries include: RSUI Group, Inc., a
national underwriter of property and liability specialty insurance
coverages; Capitol Transamerica Corporation, an underwriter of property
and casualty insurance coverages with a focus on the Midwest and Plains
states and a national underwriter of specialty property and casualty and
surety insurance coverages; Pacific Compensation Corporation, an
underwriter of workers’ compensation insurance primarily in California;
and Alleghany Properties LLC, a significant landowner in Sacramento,
California.
About Transatlantic Holdings, Inc.
Transatlantic Holdings, Inc. is a leading international reinsurance
organization headquartered in New York, with operations on six
continents. Its subsidiaries, Transatlantic Reinsurance Company®,
Trans Re Zurich Reinsurance Company Ltd. and Fair American Insurance and
Reinsurance Company (formerly Putnam Reinsurance Company), offer
reinsurance capacity on both a treaty and facultative basis —
structuring programs for a full range of property and casualty products,
with an emphasis on specialty risks.
Visit – www.transre.com
– for additional information about Transatlantic.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve a
number of risks and uncertainties. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Such statements involve risks and
uncertainties, which may cause actual results to differ materially from
those set forth in these statements. For example, these forward-looking
statements could be affected by factors including, without limitation,
risks associated with the ability to consummate the merger with
Alleghany, including the risk that all regulatory approvals may not be
obtained, and the timing of the closing of the merger, including the
risk that the closing may not occur on March 6, 2012; the ability to
successfully integrate our operations and employees; the ability to
realize anticipated benefits of the transaction; the potential impact of
announcement of the transaction or consummation of the transaction on
relationships, including with employees, credit rating agencies,
customers and competitors; the ability to retain key personnel; the
ability to achieve targets for investment returns, revenues, and book
value per share; changes in financial markets, interest rates and
foreign currency exchange rates; pricing and policy term trends;
increased competition; the impact of acts of terrorism and acts of war;
greater frequency or severity of unpredictable catastrophic events;
negative rating agency actions; the adequacy of loss reserves; changes
in regulations or tax laws; changes in the availability, cost or quality
of reinsurance or retrocessional coverage; the cyclical nature of the
property and casualty insurance industry; judicial, legislative,
political and other governmental developments; management’s response to
the factors described herein; and those additional risks and factors
discussed in reports filed with the Securities and Exchange Commission
(“SEC”) from time to time, including those detailed in the “Cautionary
Statement Regarding Forward-Looking Information”, “Risk Factors” and
other sections of Transatlantic and Alleghany’s respective Forms 10-K
and other filings with the SEC. Transatlantic and Alleghany are under no
obligation (and expressly disclaim any such obligation) to update or
revise any forward-looking statement that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Additional Information about the Proposed Transaction and Where to
Find It
This communication contains information about a proposed merger between
Transatlantic and Alleghany. In connection with the proposed merger,
Alleghany has filed with the SEC, and the SEC declared effective on
January 5, 2012, a registration statement on Form S-4, which includes
Transatlantic’s proxy statement as part of the joint proxy
statement/prospectus, that provides details of the proposed merger and
the attendant benefits and risks. This communication is not a substitute
for the joint proxy statement/prospectus or any other document that
Transatlantic or Alleghany may file with the SEC or send to their
stockholders in connection with the proposed merger. Investors
and security holders are urged to read the joint proxy
statement/prospectus, and all other relevant documents filed with the
SEC or sent to stockholders as they become available because they will
contain important information about the proposed merger. You may
obtain a free copy of the joint proxy statement/prospectus and other
relevant documents filed by Transatlantic and Alleghany with the SEC at
the SEC’s website at www.sec.gov.
You may also obtain these documents by contacting Transatlantic’s
Investor Relations department at Transatlantic Holdings, Inc., 80 Pine
Street, New York, New York 10005, or via e-mail at investor_relations@transre.com;
or by contacting Alleghany at Alleghany Corporation, 7 Times Square
Tower, New York, New York 10036.
This communication does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, or a solicitation of
any vote or approval.

Contacts:
Alleghany:
Kekst and Company Incorporated
Dawn Dover,
212-521-4800
dawn-dover@kekst.com
or
Peter
Hill, 212-521-4800
peter-hill@kekst.com
or
Transatlantic:
Investors:
Transatlantic
Holdings, Inc.
Thomas V. Cholnoky, 1-212-365-2292
Senior Vice
President, Investor Relations
investor_relations@transre.com
or
Georgeson
Inc.
Tom Gardiner, 1-212-440-9872
Donna Ackerly, 1-212-440-9837
transatlantic@georgeson.com
Source: Alleghany Corporation
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