Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today announced
that it has submitted to IPC Holdings, Ltd. (�IPC�) (NASDAQ: IPCR)
requisitions from shareholders with aggregate ownership of
approximately 54% of the outstanding common shares of IPC, showing
strong support for Validus' acquisition of IPC. As Validus has
submitted requisitions to IPC from shareholders representing 10% or
more of the issued and outstanding common shares of IPC, the IPC
Board is required by Bermuda law to call a special meeting of IPC
shareholders. At the special meeting, among other proposals to be
considered, Validus will seek to replace the IPC Board.
�We are pleased that IPC shareholders have taken quick and
decisive action to compel the IPC Board to call a special meeting,�
said Ed Noonan, Validus� Chairman and Chief Executive Officer. �The
high level of requisitions, along with the overwhelming rejection
of the Max transaction, clearly demonstrates that IPC shareholders
want the attractive economics of the Validus offer.�
Under 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 $28.24 based on Validus� closing
price on June 26, 2009. The Validus offer provides IPC shareholders
with 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.
Mr. Noonan continued, "Once again, we urge IPC�s Board to heed
the message sent by its shareholders and agree to Validus� revised
Amalgamation Agreement without delay. We have presented a very
attractive offer to IPC, which includes a full and fair price for
IPC shares, and have made a number of concessions to be responsive
to concerns expressed by the IPC Board. If IPC executes Validus'
revised Amalgamation Agreement, IPC shareholders will have the
certainty of a transaction which is not subject to termination in
the event of major catastrophe losses. IPC shareholders have
clearly spoken: the IPC Board should not further delay or attempt
to create roadblocks that prevent its shareholders from receiving
the attractive economics of the Validus offer and prolong the
uncertainty surrounding IPC's future direction."
In addition to seeking the replacement of the IPC Board with
three highly qualified candidates at the special meeting, Validus
will 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. 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. With overwhelming evidence of IPC
shareholder support for calling a special meeting, Validus will be
submitting 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.
Validus also announced today that it has extended its Exchange
Offer for all of the outstanding common shares of IPC to 5:00 p.m.,
New York City time (6:00 p.m., Atlantic time), on Monday, July 6,
2009, unless extended. As of 5:00 p.m., New York City time (6:00
p.m., Atlantic time), on June 26, 2009, the previously scheduled
expiration date, approximately 14,313,622 shares of IPC (including
approximately 1,488,126 IPC shares subject to guaranteed delivery
procedures) had been tendered in and not withdrawn from the
Exchange Offer. Shareholder questions regarding the Exchange Offer
or requests for offering documents should be directed to Validus�
Information Agent for the Exchange Offer, Georgeson Inc., toll-free
at (800) 213-0317; banks and brokers should call: (212)
440-9800.
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
the 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
or supplements thereto 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.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE
OFFER DOCUMENTS AND THE 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�
proposed candidates to the IPC Board 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
definitive proxy statement filed by Validus on June 16, 2009 in
connection with the solicitation of written requisitions from IPC
shareholders.
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