Validus Completes Acquisition of IPC Holdings
04 Setembro 2009 - 2:58PM
Business Wire
Validus Holdings, Ltd. (“Validus”) (NYSE: VR) today announced
that it has completed its acquisition of IPC Holdings, Ltd. (“IPC”)
(Nasdaq: IPCR; BSX: IPCR BH), creating a leading carrier in the
Bermuda short-tail reinsurance and insurance markets.
Earlier today, at a Special General Meeting of Shareholders,
Validus shareholders approved the issuance of Validus common shares
in connection with the acquisition of IPC with the support of
approximately 87% of the shares voted at the meeting. At a separate
meeting held earlier today, IPC shareholders adopted the
amalgamation agreement with Validus and approved the resulting
amalgamation of IPC with a wholly owned subsidiary of Validus with
the support of approximately 95% of the shares voted at the
meeting.
Ed Noonan, Validus’ Chairman and Chief Executive Officer,
stated, “We are delighted to have completed this compelling
strategic combination, which provides major benefits to customers
and shareholders of both companies. With significantly increased
capacity, a global platform and leading positions in attractive
insurance and reinsurance markets, Validus is well positioned to
meet the evolving needs of clients and to deliver continued growth
to shareholders. In addition, Bermuda will benefit from being home
to a larger, stronger business that is committed to its markets and
well positioned for long-term growth. We will be working diligently
to ensure a seamless integration of IPC that maximizes the market
opportunities offered by this transaction.”
Pursuant to the amalgamation agreement, former shareholders of
IPC will receive $7.50 in cash and 0.9727 Validus voting common
shares for each IPC common share. Effective as of the close of
trading today, IPC common shares will cease trading.
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 news 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. Statements
that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “anticipate,” “will,” “may” and similar statements of a
future or forward-looking nature identify forward-looking
statements. All forward-looking statements address matters that
involve risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and,
additionally, you should not place undue reliance on any such
statements. We believe that these factors include, but are not
limited to, the following: 1) unpredictability and severity of
catastrophic events; 2) rating agency actions; 3) adequacy of
Validus’ risk management and loss limitation methods; 4)
cyclicality of demand and pricing in the insurance and reinsurance
markets; 5) Validus’ limited operating history; 6) Validus’ ability
to implement its business strategy during “soft” as well as “hard”
markets; 7) adequacy of Validus’ loss reserves; 8) continued
availability of capital and financing; 9) retention of key
personnel; 10) competition; 11) potential loss of business from one
or more major insurance or reinsurance brokers; 12) Validus’
ability to implement, successfully and on a timely basis, complex
infrastructure, distribution capabilities, systems, procedures and
internal controls, and to develop accurate actuarial data to
support the business and regulatory and reporting requirements; 13)
general economic and market conditions (including inflation,
volatility in the credit and capital markets, interest rates and
foreign currency exchange rates); 14) the integration of Talbot,
IPC and other businesses Validus may acquire or new business
ventures Validus may start; 15) the effect on Validus’ investment
portfolios of changing financial market conditions including
inflation, interest rates, liquidity and other factors; 16) acts of
terrorism or outbreak of war; 17) availability of reinsurance and
retrocessional coverage; and 18) failure to realize the anticipated
benefits of the amalgamation, including as a result of failure or
delay in integrating the businesses of Validus and IPC, as well as
management’s response to any of the aforementioned factors.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the Risk Factors included in our most recent reports on
Form 10-K and Form 10-Q and other documents on file with the
Securities and Exchange Commission. Any forward-looking statements
made in this news release are qualified by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, us or our business or operations.
We undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
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