* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On November 20, 2011, Alleghany Corporation, a Delaware corporation (the "Issuer"), Shoreline Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Alleghany ("Merger Sub"), and Transatlantic Holdings, Inc., a Delaware corporation (the "Reporting Person"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). |
(2) |
In connection with the Merger Agreement, the Reporting Person entered into voting agreements ("Voting Agreements") with certain stockholders of the Issuer holding an aggregate of 1,594,957.5 shares of Issuer Common Stock, approximately 18.7%, of the outstanding voting power of the Issuer (the "Supporting Stockholders"). Pursuant to the Voting Agreements, the Supporting Stockholders agreed, among other things, on the terms and subject to the conditions specified in the Voting Agreements, to vote in favor of the approval of the issuance of the Issuer's stock in connection with the Merger Agreement and against competing transactions, and have granted in irrevocable proxy to the Reporting Person with respect to these matters. |
(3) |
By virtue of the Voting Agreements, the Reporting Person may be deemed to have voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Exchange Act) an aggregate of 1,594,957.5 shares of the Issuer's Common Stock held by the Supporting Stockholders, which represents approximately 18.7% of the Issuer's outstanding shares. The Reporting Person hereby expressly disclaims any pecuniary interest in, and beneficial ownership of, shares of the Common Stock that are subject to the Voting Agreements, and this report shall not be deemed an admission that such reporting person is the beneficial owner thereof for purposes Section 16 of the Exchange Act or for any other purpose. For additional information regarding the Voting Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on the date hereof. |