Validus Delivers Revised Amalgamation Agreement to IPC
22 Junho 2009 - 7:31PM
Business Wire
Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today announced
that it has delivered a revised Amalgamation Agreement to IPC
Holdings, Ltd. (�IPC�) (NASDAQ: IPCR) that addresses concerns
articulated by IPC in its press release dated June 15th. However,
Validus will not be revising the economic terms of its offer, which
Validus continues to believe provide full and fair value for IPC
shares. In connection with the announcement, Validus issued the
following statement:
�We have offered a number of concessions to IPC to be responsive
to their stated concerns, including allowing IPC�s Board the right
to perform a limited market check after the signing of an
agreement�with Validus, eliminating the book value termination
right so that the closing will not be affected by catastrophe risk,
and agreeing to an enhanced severance plan for IPC employees.
However, none of the information that we have received from IPC
would justify changing the economic terms of our offer.�
�By overwhelmingly rejecting the Max transaction, we believe
that IPC�s shareholders sent a strong message to the IPC Board that
they want the attractive economics of the Validus offer. We urge
IPC�s Board to heed that message and agree to Validus� revised
Amalgamation Agreement without delay.�
�While we believe 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 our Exchange Offer and previously announced
Scheme of Arrangement. In addition, we will proceed with our plan
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.�
Validus� Offer
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 $27.26 per share
based on Validus� closing stock price on June 22, 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.
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 and a supplement 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�). Also,
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 to, among other matters,�remove�and replace 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 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
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� nominees to the IPC board of directors
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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