Berkshire Hathaway Inc. (NYSE:BRK.A) entered into an agreement to acquire Alleghany Corporation (NYSE:Y) from Kirby family, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Victory Capital Management Inc. and others for $11.4 billion on March 20, 2022. Under the terms of transaction, Berkshire Hathaway will acquire all outstanding Alleghany shares for $848.02 per share in cash. Alleghany may actively solicit and consider alternative acquisition proposals during a 25-day ôgo-shopö period. Upon closing of the transaction, Alleghany will continue to operate as an independent subsidiary of Berkshire Hathaway. The transaction is subject to customary closing conditions, including approval by Alleghany stockholders and receipt of regulatory approvals. The transaction was unanimously approved by Boards of Directors of both the companies. Antitrust Division of the Department of Justice and the Federal Trade Commission and all statutory waiting period requirements must be satisfied. Alleghany and Berkshire filed both filed a Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC on April 6, 2022. Jefferson W. Kirby, Chair of the Alleghany Board of Directors, who controls 2.5% of Alleghany common shares, intends to vote his shares for the transaction. As of April 18, 2022, Alleghany Corporation announced the end of the "go-shop" period. Under the terms of the agreement, Alleghany and its representatives were permitted to solicit and consider alternative acquisition proposals from third parties until April 14, 2022. During the go-shop period, Alleghany and its financial advisor solicited alternative acquisition proposals from 31 potentially interested third parties. Despite these efforts, Alleghany did not receive any alternative acquisition proposals. Following the expiration of the ôgo-shopö, Alleghany became bound by customary ôno-shopö restrictions under the definitive merger agreement that limit its and its representativesÆ ability to initiate, solicit or engage in discussions or negotiations regarding alternative acquisition proposals from third parties, except as otherwise permitted by the agreement, subject to compliance by AlleghanyÆs Board of Directors with its fiduciary duties. As of April 29, 2022, the shareholders meeting of Alleghany Corporation is scheduled on June 9, 2022. As of early May 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired. As of June 9, 2022, the shareholders of Alleghany Corporation has approved the deal. On September 1, 2022, parties filed paperwork with the European Commission for approval of the transaction. As of September 26, 2022, the European Commission approved the deal unconditionally. As of October 14, 2022, all regulatory approvals relating to the proposed acquisition of Alleghany by Berkshire Hathaway have been received. The transaction is expected to close in the fourth quarter of 2022. As of October 14, 2022, the completion of the proposed transaction is currently expected to occur on October 19, 2022.
Goldman Sachs & Co. LLC acted as financial advisor with a service fee of $27 million and fairness opinion provider and Steven A. Seidman, Laura L. Delanoy and Laura H. Acker of Willkie Farr & Gallagher LLP acted as legal advisor to Alleghany. Jennifer Broder, Brett J. Rodda, Tyler Hilton, Michael E. Greaney, David B. Goldman, Matthew S. Schonholz and Robert Denham of Munger, Tolles & Olson LLP acted as legal advisor to Berkshire Hathaway. Skadden, Arps, Slate, Meagher & Flom represented Goldman Sachs & Co. LLC as financial advisor to Alleghany Corporation. MacKenzie Partners, Inc. acted as information agent to Alleghany Corporation.
Berkshire Hathaway Inc. (NYSE:BRK.A) completed the acquisition of Alleghany Corporation (NYSE:Y) from Kirby family, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Victory Capital Management Inc. and others on October 19, 2022. Upon the closing of the transaction, Alleghany became a wholly-owned subsidiary of Berkshire Hathaway. Alleghany continues to be led by Joe Brandon.