Alleghany, Transatlantic Shareholders Approve Merger Agreement

Alleghany Corp. said its stockholders voted on Monday to approve the previously announced merger agreement with Transatlantic Holdings. Under the deal, as described in the merger agreement between Alleghany and Transatlantic last November, Transatlantic will be acquired and become an independent stand-alone subsidiary of Alleghany. Also on Monday, Transatlantic said that its stockholders have voted to approve and adopt the merger agreement.

At Monday’s special meeting of Alleghany stockholders, roughly 7.3 million of Alleghany’s 8.6 million shares of common stock outstanding were voted, with 99.75 percent of the votes cast in favor of the proposal to issue shares of Alleghany common stock to Transatlantic stockholders in connection with the merger.

Transatlantic announced that based on the preliminary tabulation of the stockholder vote, 99.85 percent of the total votes cast, representing 92.53 percent of the total outstanding shares of Transatlantic, adopted the merger agreement.

Alleghany and Transatlantic say they expect the merger to be completed in the first quarter.

“We are pleased with the outcome of today’s vote,” said Richard Press, chairman of the Transatlantic board of directors. “On behalf of the board and management team, I want to thank our stockholders for their support throughout this process. We look forward to closing the transaction in this calendar quarter.”

The cash-and-stock deal, which was announced on Nov. 20, 2011, is valued at around $3.4 billion. The merger would put to an end months-long takeover talks involving Transatlantic. Last September, Transatlantic and Switzerland-based Allied World Assurance called off their previously announced merger deal. Several other companies had also expressed their interest in acquiring Transatlantic. They included Validus Holdings and National Indemnity Corp., part of Berkshire Hathaway.

Topics Mergers & Acquisitions