Alleghany (Y) to Acquire Transatlantic (TRH) in $3.4B Deal

November 21, 2011 6:55 AM EST
Alleghany Corporation (NYSE: Y) and Transatlantic Holdings, Inc. (NYSE: TRH) announced today that the companies have entered into a definitive agreement under which Transatlantic will combine with Alleghany. Under the terms of the transaction, the stockholders of Transatlantic will receive aggregate consideration currently valued at $59.79 per share in stock and cash, or approximately $3.4 billion.

Under the terms of the agreement, Transatlantic common shares will be exchanged for per-share consideration consisting of 0.145 Alleghany common shares and $14.22 in cash. Transatlantic stockholders may elect to receive cash or stock consideration, subject to proration in the event of oversubscription. The stock consideration is expected to be tax free to Transatlantic stockholders.

The transaction, which is subject to regulatory approvals, customary closing conditions and approvals by the companies’ respective stockholders, is expected to close in the first quarter of 2012. It is not subject to a financing condition.

UBS Investment Bank and Morgan Stanley served as financial advisors and Wachtell, Lipton, Rosen & Katz as legal advisor to Alleghany. Goldman, Sachs & Co. and Moelis & Company served as financial advisors and Gibson, Dunn & Crutcher as legal advisor to Transatlantic.

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