San Diego, Nov. 28, 2011 (Shareholders Foundation) -- An investor in shares of Transatlantic Holdings, Inc. (NYSE:TRH) filed a lawsuit in State Court against directors of Transatlantic Holdings in effort to block the proposed takeover of Transatlantic Holdings, Inc.by Alleghany Corp.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising out of the attempt to sell Transatlantic Holdings, Inc. to Alleghany Corp at an unfair price via an unfair process after months of takeover battle over the company.

On June 12, 2011, Transatlantic Holdings, Inc.(NYSE: TRH) and Allied World Assurance Company Holdings, AG (NYSE: AWH) announced the signing of a merger agreement under which Transatlantic Holdings, Inc and Allied World Assurance Company Holdings, AG would combine in a merger of equals, with stockholders of Transatlantic Holdings, Inc.c receiving 0.88 Allied World Assurance Company Holdings, AG common shares (NYSE:AWH) for each share of Transatlantic Holdings, Inc. common stock (together with cash in lieu of any fractional shares).

Then on July 13, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) confirmed that it has received an unsolicited proposal from Validus Holdings, Ltd. (NYSE: VR) to acquire all of Transatlantic’s outstanding shares of common stock. On July 19, 2011 Transatlantic Holdings, Inc said that the offer by Validus Holdings, Ltd did not consistute a ‘Superior Proposal” under the agreement between Transatlantic Holdings, Inc and Allied World Assurance Company Holdings. On July 25, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) confirmed that Validus Holdings, Ltd has commenced an unsolicited exchange offer to acquire all outstanding common shares of Transatlantic Holdings, Inc. (NYSE: TRH) under which Transatlantic Holdings stockholders would receive 1.5564 Validus Holdings, Ltd. (NYSE: VR) shares and $8.00 in cash for each TRH share held. On July 28, 2011 Transatlantic Holdings, Inc. (NYSE: TRH) announced that its Board of Directors, after consultation with its independent financial and legal advisors, has unanimously determined to recommend that stockholders reject Validus Holdings, Ltd.’s Offer from July 25, 2011.

Then on August 7, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) announced that it has received a proposal from National Indemnity Company, a member of the group of insurance companies of Berkshire Hathaway Inc. (NYSE: BRK.A,BRK.B), to acquire all of Transatlantic Holdings’ outstanding shares of common stock(NYSE: TRH) for $52.00 per share.

On August 8, 2011 Transatlantic Holdings, Inc. announced that its Board of Directors, after consultation with its independent financial and legal advisors, has determined that the proposal from National Indemnity Company to acquire all of the outstanding shares of Transatlantic Holdings common stock for $52.00 per share does not constitute a Superior Proposal to the offer by Allied World Assurance Company Holdings, AG.

Then on September 16, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) announced that Transatlantic Holdings, Inc and Allied World Assurance Company Holdings, AG (NYSE: AWH) have mutually terminated their previously announced merger agreement. Consistent with the terms of the merger agreement, Transatlantic Holdings, Inc has agreed to pay Allied World, within two business days, a termination fee in the amount of $35 million (and expense reimbursement in the amount of $13.3 million). Transatlantic Holdings, In also said that its Board of Directors has detailed the Company’s long-term strategic growth plan, including the approval of a $600 million open market or negotiated share repurchase program, which adds $455 million to the Company’s existing share repurchase authorization.

On September 19, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) announced that on September 16, 2011, the Company received a letter from National Indemnity Company reinstating National Indemnity's previous proposal to acquire Transatlantic for $52.00 per share in cash.

On November 3, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) confirmed that Validus Holdings, Ltd. (NYSE: VR) has amended the terms of its exchange offer to acquire all outstanding shares of common stock of Transatlantic Holdings, Inc.. Pursuant to the terms of the revised exchange offer, Transatlantic Holdings, Inc. stockholders would receive 1.5564 Validus Holdings voting common shares and $11.00 in cash for each share ofTransatlantic Holdings, Inc. common stock they own, which represents a current market value of $53.35 based on the closing price of Validus Holdings on November 2, 2011. On November 4, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) announced that its Board of Directors, after consultation with its independent financial and legal advisors, has unanimously determined to recommend that stockholders reject Validus Holdings, Ltd.'s (NYSE: VR) (“Validus”) revised Exchange Offer from November 3, 2011.

Then on November 21, 2011, Transatlantic Holdings, Inc. (NYSE: TRH) and Alleghany Corporation (NYSE: Y) today that the companies have entered into an agreement under which Transatlantic Holdings will combine with Alleghany Corp.
Under the terms of the proposed transaction, the stockholders of Transatlantic Holdings 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 Holdings common shares will be exchanged for per-share consideration consisting of 0.145 Alleghany Corp. common shares and $14.22 in cash.
Transatlantic Holdings said that based on closing market prices on Friday, November 18, 2011, the transaction represents a 36% premium to Transatlantic Holdings’ closing stock price on June 10, 2011, the last trading day before public announcement of the since-terminated merger agreement with Allied World Assurance Company Holdings, AG, and a premium of 10% to the Transatlantic closing stock price on November 18, 2011.

The plaintiff alleges that the offer by Alleghany Corp undervalues Transatlantic Holdings. In fact, the offer by Alleghany Corp values the Transatlantic Holdings at 86% of its book value. Additionally at least one analyst has set the high target price for NYSE TRH shares at $60 per share.

Transatlantic Holdings has also performed well for its investors in the past. Transatlantic Holdings’s annual Revenue over the past four years ranged consistently between $4.08billion and $4.44billion. Its Net Income rose from $102.25million in ’08 to $477.66million in 2009, respectively $402.20million in 2010. Shares of Transatlantic Holdings, Inc. (Public, NYSE:TRH) grew from as low as $26.86 per share in March 09 to almost $55 per share in November 2009. During 2010 NYSE TRH shares traded at around $50 per share and continued to trade above $50 for the most part of the first three quarters of 2011.

Additionally, the plaintiff alleges that by failing to appropriately shop Transatlantic Holdings, Inc and selling it for too cheap, certain defendants wasted the termination fee in the amount of $35 million and in the event the additional fee has to be paid an additional amount of $66.7 million and those amounts should be paid to shareholders and not to Allied WorldAssurance Company Holdings, AG.