Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today announced
that RiskMetrics Group, the leading independent proxy voting and
corporate governance advisory firm, has supported Validus� call to
hold a special meeting of shareholders of IPC Holdings, Ltd.
(�IPC�) (NASDAQ: IPCR) by recommending that IPC shareholders
execute Validus� GREEN requisition card. By executing the GREEN
requisition card, IPC shareholders can show their support for the
Validus offer. At the special meeting, among other proposals to be
considered, Validus would seek to replace the IPC Board.
Ed Noonan, Validus� Chairman and Chief Executive Officer, said,
�We are pleased that RiskMetrics supports our efforts to call a
special meeting of IPC shareholders, which we believe will
facilitate Validus� ability to provide its offer to IPC
shareholders. By calling the special meeting, shareholders will
send another strong message to IPC�s Board that they want to
receive the attractive economics of the Validus offer. We urge IPC
shareholders to follow RiskMetrics� recommendation and execute
their GREEN requisition card today.�
In addition to seeking the replacement of the IPC Board with
three highly qualified candidates at the special meeting, Validus
would seek to eliminate or amend certain provisions in IPC�s
bye-laws and to bind IPC to its previously announced Scheme of
Arrangement, if appropriate. Validus is required to obtain
requisitions from shareholders representing at least 10% of the
issued and outstanding common shares of IPC in order to call the
special meeting. Validus intends to file a new application with the
Supreme Court of Bermuda to seek its approval to convene a
court-ordered meeting of IPC�s shareholders in connection with the
Scheme of Arrangement following Validus' receipt of these
requisitions.
Validus also announced that, at a Special General Meeting of
Shareholders held today, Validus shareholders overwhelmingly
approved the issuance of Validus common shares in connection with
its proposed acquisition of the outstanding common shares of IPC.
Validus shareholders approved the issuance of shares with support
of 98% of the shares voted at the meeting.
Mr. Noonan continued, �The approval to issue Validus shares is
an important step in positioning us to move forward with the
proposed acquisition of IPC. We are pleased that Validus
shareholders have evidenced their strong support for the
acquisition of IPC, which would create a leading Bermuda carrier in
the short-tail reinsurance and insurance market.�
While Validus believes that reaching a consensual amalgamation
transaction would be in the best interests of IPC and its
shareholders, Validus remains strongly committed to acquiring IPC
and will continue to pursue alternative paths to complete a
transaction, including its Exchange Offer and previously announced
Scheme of Arrangement. In addition, Validus is seeking to replace
the IPC Board at a special meeting of IPC shareholders in order to
facilitate delivering the attractive economics of Validus� offer to
IPC�s shareholders.
Under the terms of the Validus offer, IPC shareholders would
receive $3.75 in cash and 1.1234 Validus voting common shares for
each IPC common share for a total consideration of $28.25 per share
based on Validus� closing stock price on June 24, 2009. The Validus
offer provides a 24.9% premium based on IPC�s and Validus� closing
prices on March 30, 2009, the last trading day before the
announcement of Validus� initial offer. Validus continues to
believe that this offer provides full and fair value for IPC
shares.
Validus urges IPC shareholders to follow RiskMetrics�
recommendation and execute their GREEN requisition card today.
Georgeson Inc. is assisting Validus with its efforts to solicit
requisitions to call the special meeting. If you have any questions
about executing or delivering your GREEN requisition card or
require assistance, please call Georgeson Inc. toll-free at
(888)�274-5119 (banks and brokerage firms should call
(212)�440-9800), or email validusIPC@georgeson.com.
Executing and returning the GREEN requisition card does not
commit an IPC shareholder to cast any vote for or against the
proposals to be presented at the special meeting. Once the special
meeting has been called, Validus will send proxy materials enabling
IPC shareholders to vote on Validus� Board candidates and on the
other proposals to be considered at the special meeting.
For the latest copies of the transaction documents, proxy
materials and an investor presentation detailing the benefits of
Validus� offer,�please visit www.ValidusTransaction.com.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. is a provider of reinsurance and
insurance, conducting its operations worldwide through two
wholly-owned subsidiaries, Validus Reinsurance, Ltd. (�Validus Re�)
and Talbot Holdings Ltd. (�Talbot�). Validus Re is a Bermuda based
reinsurer focused on short-tail lines of reinsurance. Talbot is the
Bermuda parent of the specialty insurance group primarily operating
within the Lloyd�s insurance market through Syndicate 1183.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both
with respect to us and our industry, that reflect our current views
with respect to future events and financial performance. All
forward-looking statements address matters that involve risks and
uncertainties, many of which are beyond our control.
Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in
such statements and, therefore, you should not place undue reliance
on any such statements. We believe that these factors include, but
are not limited to, those set forth in the proxy statements and
registration statement that Validus has filed with the Securities
and Exchange Commission (�SEC�) relating to its proposed
acquisition of IPC, and should be read in conjunction with the
cautionary statements and risk factors included in our most recent
reports on Form 10-K and Form 10-Q and the risk factors included in
IPC�s most recent reports on Form 10-K and Form 10-Q and other
documents of Validus and IPC on file with the SEC. Except as
required by law, we undertake no obligation to update publicly or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
Additional Information about the Proposed Acquisition and Where
to Find It:
Validus has filed an Exchange Offer to exchange each issued and
outstanding common share of IPC for 1.1234 voting common shares of
Validus and $3.75 in cash. This press release is for informational
purposes only and does not constitute an offer to exchange, or a
solicitation of an offer to exchange, IPC common shares, nor is it
a substitute for the Tender Offer Statement on Schedule TO or the
preliminary prospectus/offer to exchange included in the
Registration Statement on Form S-4 (including the letter of
transmittal and related documents and as amended and supplemented
from time to time, the �Exchange Offer Documents�) that Validus has
filed or may file with the SEC. The Registration Statement has not
yet become effective. The Exchange Offer will be made only through
the Exchange Offer Documents.
This press release is not a substitute for the proxy statements
that Validus has filed or may file with the SEC or any other
documents which Validus may send to its or IPC�s shareholders in
connection with the proposed acquisition. Validus has sent to
certain IPC shareholders a definitive proxy statement to solicit
requisitions from�IPC's shareholders to compel�IPC's board of
directors to call a special meeting of�its shareholders in
connection with, among other matters,�removing�and replacing all
of�IPC's directors from their positions as directors of�IPC (the
"Requisition Proxy Statement"). In addition, Validus has filed
preliminary proxy statements with the SEC in connection with, among
other matters, the Scheme of Arrangement (the �Scheme of
Arrangement Proxy Statements�).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE
OFFER DOCUMENTS, THE REQUISITION PROXY STATEMENT, THE SCHEME OF
ARRANGEMENT PROXY STATEMENTS AND ANY OTHER PROXY STATEMENTS OR
SUPPLEMENTS THERETO OR RELEVANT DOCUMENTS THAT VALIDUS HAS FILED OR
MAY FILE WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. All such documents, when filed, are available
free of charge at the SEC�s website (www.sec.gov ) or by directing
a request to Validus through Jon Levenson, Senior Vice President,
at +1-441-278-9000.
Participants in the Solicitation:
Validus and certain of its executive officers and Validus�
nominees to the IPC board of directors are deemed to be
participants in any solicitation of shareholders in connection with
the proposed acquisition. Information about Validus� executive
officers is available in Validus� proxy statement, dated March 25,
2009 for its 2009 annual general meeting of shareholders.
Information about Validus� proposed candidates to the IPC Board is
available in the Requisition Proxy Statement.
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