Validus Reaffirms Its Offer for IPC as ‘Best’ Offer
06 Julho 2009 - 8:11AM
Business Wire
Validus Holdings, Ltd. (�Validus�) (NYSE: VR) today reported
that it recently confirmed to the Board of Directors of IPC
Holdings, Ltd. (�IPC�) (NASDAQ: IPCR) and its advisors that its
offer for IPC is its best and final offer. The Validus offer
consists of 1.1234 Validus common shares and $3.75 in cash for each
IPC common share.
Ed Noonan, Validus� Chairman and Chief Executive Officer, said,
�Since the IPC shareholders overwhelmingly rejected the Max
transaction, Validus and IPC have been in discussions on a range of
issues in the hopes of reaching a consensual transaction. During
these discussions, Validus has been consistent in its belief that
its offer represents a full and fair value for IPC shares. In
addition, we have made a number of changes to the terms of our
offer in order to be responsive to concerns expressed by the IPC
Board, including providing IPC shareholders with the certainty of a
transaction that is not subject to termination in the event of
major catastrophe losses."
Mr. Noonan continued, "As we have said since we first announced
our offer for IPC in late March, we believe that a combination with
IPC will create significant short and long-term value for the
shareholders of both Validus and IPC by creating a
well-diversified, market-leading carrier in Bermuda's short-tail
reinsurance and insurance markets. IPC shareholders would benefit
from being part of Validus, which has the highest growth in
tangible book value plus accumulated dividends of any publicly
traded Bermuda reinsurance company as measured over the time
Validus has been public, and the IPC Board is fully briefed on the
future value creation embedded in the growth of our business
through our new initiatives.�
Under Validus� offer, IPC shareholders would receive total
consideration of $28.63 based on Validus� closing price on July 2,
2009. The Validus offer provides IPC shareholders with a 24.9%
premium and $31.73 per share based on IPC�s and Validus� closing
prices on March 30, 2009, the last trading day before the
announcement of Validus� initial offer.
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 13,
2009, unless extended. As of July 2, 2009, the last trading day
prior to this extension, approximately 9,190,039 shares of IPC
(including approximately 5,151 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.
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.
Because the consideration offered in connection with the proposed
acquisition provides for stock consideration with a fixed exchange
ratio, the value of Validus' offer will vary over time based on
changes in the market price of Validus' common shares, and such
changes could result in the increase, decrease or elimination of
the premium being delivered to IPC shareholders. 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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