Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today announced
that it will seek to replace the Board of Directors of IPC
Holdings, Ltd. (�IPC�) (NASDAQ: IPCR) if it is unable to reach an
agreement with the IPC Board in a timely fashion. While Validus
continues to seek a consensual amalgamation transaction with IPC,
it will continue to pursue its Exchange Offer and previously
announced Scheme of Arrangement in order to complete a transaction
and will seek to replace the IPC Board if an agreement with the IPC
Board is not reached.
�Following the overwhelming rejection of the Max transaction on
Friday, we are taking steps to enable IPC�s shareholders to receive
the superior value offered by Validus,� said Ed Noonan, Validus�
Chairman and Chief Executive Officer. �We have previously provided
IPC with an executed amalgamation agreement with our offer. While
we would like to reach an agreement with IPC�s Board in view of
IPC�s statement on Friday indicating its willingness to engage with
Validus, our Exchange Offer and Scheme of Arrangement provide
alternative paths to complete a transaction, if necessary. We
initiated these steps prior to the termination of the Max
amalgamation agreement with IPC and we will proceed with them even
as we seek to reach a consensual agreement with IPC�s Board. In
addition, we are also now prepared to seek the removal of IPC�s
Board, if appropriate.�
Under Validus� offer, IPC shareholders would receive $3.75 in
cash and 1.1234 Validus voting common shares for each IPC common
share.
Validus would replace the IPC Board with three highly qualified
candidates who would stand for election at a special meeting of IPC
shareholders.
Mr. Noonan continued, �As 72% of the votes cast at last week�s
meeting were against the Max amalgamation, we are optimistic that
Validus will be able to secure the necessary support of at least
10% of IPC shareholders in order to requisition the special
meeting.�
Validus is filing amended proxy materials with the Securities
and Exchange Commission to solicit written requisitions from
shareholders of IPC to call the special meeting. At the meeting, in
addition to considering the replacement of the IPC Board with the
Validus candidates, Validus would seek to eliminate or amend
certain provisions in IPC�s bye-laws and to bind IPC to the Scheme
of Arrangement, if appropriate. Validus also 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.
Validus� proposed director nominees are:
Raymond C.
Groth
Mr. Groth is currently an Adjunct Professor of Business
Administration at The Fuqua School of Business, Duke University, a
position he�s held since March 2001. Previously, Mr. Groth was
Group Head of Mergers and Acquisitions (1994 to 1998) and a
managing director of the Mergers and Acquisitions Group (1994 to
2001) at First Union Securities, Inc. (now Wachovia Securities).
Prior to that, Mr. Groth held positions in the investment banking
department of The First Boston Corporation (now Credit Suisse) from
September 1979 to March 1992. Mr. Groth has served as a director of
Specialty Underwriters� Alliance, Inc. since May 2004.
Paul G. Haggis
Mr. Haggis is currently Chairman of Alberta Enterprise Corp., a
position he has held since March 2009. Previously, Mr. Haggis
served as President and Chief Executive Officer of the Ontario
Municipal Employees Retirement System (2003 to 2007) and held top
management positions at Princeton Developments Ltd. and the Public
Sector Pension Investment Board. In 2002, Mr. Haggis was Executive
Vice President of Development and Chief Credit Officer of Manulife
Financial Corporation. Mr. Haggis has served as director of
Advantage Energy Trust since November 2008 and C.A. Bancorp since
February 2009.
Thomas C.
Wajnert
Mr. Wajnert is currently a Senior Advisor to Irving Place
Capital Partners (formerly Bear Stearns Merchant Banking LLC).
Previously, Mr. Wajnert was Managing Director of Fairview Advisors,
LLC, a merchant bank (2002 to 2006) and Principal at Alta Group
(2001 to 2002). From April 2000 until December 2001, Mr. Wajnert
served as Chairman and Chief Executive Officer of SEISMIQ, Inc., a
provider of advanced technology to the commercial finance and
leasing industry. Mr. Wajnert is also the former Chairman of EPIX
Holdings, Inc., a professional employer organization, and served as
Chief Executive Officer from March 1998 to April 1999. Mr. Wajnert
serves on the boards of directors of UDR, Inc., Reynolds American,
Inc. and NYFIX, Inc.
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 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 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. Further
information about Validus� nominees to the IPC board of directors
will be available in the amended preliminary proxy statement to be
filed by Validus on June 15, 2009 in connection with the
solicitation of written requisitions from IPC shareholders.
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