TRANSAT HLDS 
By NEW YORK, Feb. 22, 2012/PRNewswire/ -- Alleghany Corporation (NYSE: Y) ("Alleghany") and Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic") today announced that Transatlantic stockholders that wish to make an election with respect to the consideration to be received in the proposed merger with Alleghanymust deliver a properly completed election form to Computershare by 5:00 p.m., New York Citytime, on March 1, 2012(the "Election Deadline"). Subject to regulatory and other customary closing conditions, Alleghanyand Transatlantic expect to close the merger on March 6, 2012.
Transatlantic stockholders who hold their shares through a bank, broker or other nominee may have an election deadline earlier than the Election Deadline. These stockholders should carefully review any materials they receive from their bank, broker or other nominee to determine the election deadline applicable to them.
As previously announced, on November 20, 2011, Transatlantic entered into an Agreement and Plan of Merger with Alleghanyand Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC). Pursuant to the terms of the merger agreement, Transatlantic stockholders are entitled to elect to receive, for each share of Transatlantic common stock they hold, either stock or cash consideration with a value equal to the sum of (i) 0.145 multiplied by the average of the closing sales prices on the NYSE for Alleghanycommon stock during the five trading days ending the day before the completion of the merger and (ii) $14.22, subject to proration in the event cash is oversubscribed or undersubscribed. Transatlantic stockholders who do not make a timely election or fail to deliver a properly completed election form to Computershare by the Election Deadline will not be able to elect the form of merger consideration they will receive in the merger. These non-electing stockholders will receive all cash, all Alleghanycommon shares or a combination of cash and Alleghanycommon shares according to the allocation rules set forth in the merger agreement.
If, after submitting its election form, a Transatlantic stockholder wishes to sell or otherwise transfer some or all of the shares covered by its election, the stockholder will have to revoke its election in order to deliver the shares to the purchaser or other transferee. Such revocation must be received by Computershare prior to the Election Deadline. Because a Transatlantic stockholder may revoke its election only prior to the Election Deadline, after the Election Deadline and prior to the effective time of the merger, such stockholder will not be able to sell or otherwise transfer shares for which an election is effective as of the Election Deadline.
Beginning on January 6, 2012, the required election forms and accompanying instructions were mailed to Transatlantic stockholders of record as of January 4, 2012. Transatlantic stockholders, including those that acquired their shares after January 4, 2012, may request copies of these forms from Transatlantic's proxy solicitor, Georgeson Inc., by calling toll free, (888) 613-9817. Transatlantic stockholders who hold their shares through a bank, broker or other nominee should contact their bank, broker or other nominee to obtain additional copies of the election documents.
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
