IPC Shareholders Overwhelmingly Reject Max Amalgamation
12 Junho 2009 - 2:48PM
Business Wire
Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today announced
that, based on proxies submitted at today�s annual general meeting
of shareholders of IPC Holdings, Ltd. (�IPC�) (NASDAQ: IPCR), IPC
shareholders have overwhelmingly rejected the proposed amalgamation
of IPC with Max Capital Group Ltd. (�Max�).
Based upon the results of the meeting, Validus stated that
approximately 72% of the votes cast voted against the proposed Max
amalgamation.
Ed Noonan, Validus� Chairman and Chief Executive Officer, said,
�I want to thank IPC shareholders for their support throughout the
voting process. By rejecting the Max amalgamation by an
overwhelming margin, IPC shareholders have clearly spoken. We now
expect IPC�s Board to heed the message sent by IPC�s shareholders
by agreeing to Validus� pending Amalgamation Agreement without
delay so that IPC�s shareholders can receive the superior value
offered by Validus promptly.�
Mr. Noonan continued, �We are gratified that the Max
amalgamation agreement has now been terminated and we urge the IPC
Board to work cooperatively with us to achieve an expeditious
closing of the Validus transaction.�
Under Validus� superior 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 $30.32 per IPC share
based on Validus� closing price on Thursday, June 11th.
For the latest copies of the transaction documents, proxy
materials and an investor presentation detailing the benefits of
Validus� superior 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 a
definitive proxy statement to its shareholders seeking proxies to
approve the issuance of Validus voting common shares in connection
with the proposed transaction between IPC and Validus (the �Validus
Share Issuance Proxy Statement�). In addition, Validus has filed
preliminary proxy statements with the SEC in connection with the
Scheme of Arrangement (the �Scheme of Arrangement Proxy
Statements�).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE
OFFER DOCUMENTS, THE VALIDUS SHARE ISSUANCE 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 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.
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