IPC Holdings' Board of Directors Unanimously Reaffirms Recommendation to Combine...

* Reuters is not responsible for the content in this press release.

Tue Apr 7, 2009 5:53pm EDT

IPC Holdings' Board of Directors Unanimously Reaffirms Recommendation to Combine
With Max Capital

HAMILTON, Bermuda, April 7, 2009 (GLOBE NEWSWIRE) -- IPC Holdings, Ltd.
(Nasdaq:IPCR) today announced that its board of directors has unanimously
reaffirmed its recommendation that IPC shareholders vote to approve the
definitive amalgamation agreement between IPC and Max Capital Group Ltd.
(Nasdaq:MXGL) (BSX: MXGL BH). IPC's board also determined that the proposal from
Validus Holdings Ltd. (NYSE:VR) does not constitute a Superior Proposal as
defined in the Agreement and Plan of Amalgamation with Max dated March 1, 2009.
The unanimous decision by the IPC board comes after careful consultation with
management and financial and legal advisors. The board has delivered a letter to
Validus informing it of the board's decision.

In reaffirming its recommendation to shareholders, the IPC board noted that a
combination with Max provides clear strategic and financial benefits to all IPC
shareholders.

Kenneth L. Hammond, Chairman of IPC's board of directors, said, "The IPC board
continues to believe that the combination with Max will create a stronger and
more diversified underwriting franchise with less correlated risk. Our newly
combined entity will have the scale and flexibility to better manage capital and
take advantage of attractive opportunities in the property-casualty marketplace,
as and when they arise. In addition, our transaction with Max has more certainty
and a clearer path to close, and we expect it to close more quickly than any
Validus transaction. We are confident this combination is in the best interests
of IPC, and we recommend shareholders vote in favor of this transaction at the
upcoming shareholder meeting."

As IPC explained in its letter to Validus:

 * The Validus offer fails to meet IPC's diversification goals;

 * The Max transaction has significant value creation potential and
   upside for IPC shareholders; and

 * The Validus Amalgamation Proposal is less certain, is riskier for
   IPC's shareholders and would take longer to close.
J.P. Morgan Securities Inc. is serving as financial advisor to IPC, and Sullivan
& Cromwell LLP and Mello Jones and Martin are serving as legal advisors.

A full copy of the letter to Validus appears below:

April 7, 2009

 Edward J. Noonan
 Chairman & Chief Executive Officer
 Validus Holdings Ltd.
 19 Par-La-Ville Road
 Hamilton, HM 11
 Bermuda
Dear Mr. Noonan:

I am writing to respond to your letter of March 31, 2009, submitting an offer
pursuant to which Validus would combine with IPC.

IPC's board of directors, after careful consultation with management and our
financial and legal advisors, has unanimously concluded that the Validus
proposal does not constitute a Superior Proposal as defined in the Agreement and
Plan of Amalgamation with Max Capital Group Ltd. dated March 1, 2009.
Furthermore, IPC's board of directors has unanimously reaffirmed its
recommendation that IPC shareholders vote in favor of the transaction with Max.

In reaching its decision, IPC's board of directors considered several factors,
including the following:

 * The Validus Offer Fails to Meet IPC's Diversification Goals -
   During 2008, IPC's board of directors concluded that it would be in
   IPC's best interest to diversify beyond its monoline property
   catastrophe business model in order to reduce the volatility
   inherent in focusing on catastrophe reinsurance and to spread our
   risk base across less correlated risks.  A key factor in our
   decision to choose Max over other options is our belief that Max's
   diversified operations offer the best path to achieve this goal.
   The decision was the result of a robust and thorough review of
   strategic alternatives.  A transaction with Validus would not
   accomplish that strategic objective given Validus's substantial
   correlated catastrophe exposure.

 * The Max Transaction Has Significant Value Creation Potential and
   Upside for IPC Shareholders - The combination with Max has the
   potential to create significant value for IPC shareholders, as
   detailed in the filed S-4 registration statement dated March 27,
   2009.  It also provides greater book value per share to IPC
   shareholders. Furthermore, Max's balance sheet has significantly
   lower goodwill and intangibles, resulting in an even greater
   tangible book value per share to IPC's shareholders. We are
   concerned that Validus's proposal enables Validus to raise capital
   at a discount to book value at the expense of IPC shareholders, on
   the other hand the combination with Max allows deployment of
   capital under a combined business plan that benefits IPC's
   shareholders. Max's diversified book, when combined with IPC's, has
   the potential to reduce earnings volatility.  Earnings volatility
   affects share price volatility, ratings and other important
   financial measures.  A combination with Max carries less risk, as
   this combination is less exposed to catastrophe events and other
   risk concentrations.  On the other hand, Validus's earnings and
   share price are more affected by catastrophe losses. At the time of
   the Validus offer, its share price was near the high end of its
   52-week trading range, resulting in an exchange ratio that poses
   potential downside risk to IPC shareholders. In contrast, we
   entered into the transaction with Max at an exchange ratio
   determined at a time that Max was trading at 53% of its 52-week
   high.

 * The Validus Amalgamation Proposal Is Less Certain, Is Riskier for
   IPC's Shareholders and Would Take Longer to Close - We currently
   expect to be able to complete the transaction with Max in June,
   with all regulatory approvals obtained.  In contrast, in our view,
   any transaction with Validus likely could not be completed before
   September, right in the middle of the wind season.  Our transaction
   with Max would have to be rejected by IPC shareholders before IPC
   would be able to conduct due diligence on and negotiate with
   Validus. There is no assurance IPC would, at that time, choose to
   enter into a transaction with Validus.  Even if IPC were to proceed
   with Validus at that time, Validus and IPC would both need to
   obtain consents under their credit facilities before the deal could
   close, whereas no such additional consents would be necessary to
   close the IPC/Max transaction.  Validus and IPC would also need to
   achieve satisfactory indications from the ratings agencies
   regarding the ratings outcomes of such a combination.
Given these considerations and others, the board of directors unanimously
determined that the Validus proposal does not constitute a Superior Proposal as
defined in our amalgamation agreement with Max. IPC remains committed to
completing our transaction with Max, which we believe will create a diversified
and balanced platform for growth that should drive stronger performance and
value for shareholders for many years.

 Sincerely,
 Kenneth L. Hammond
 Chairman of the Board of Directors
 On Behalf of the IPC Holdings Board of Directors
About IPC Holdings, Ltd.

IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe Limited, provides
property catastrophe reinsurance and, to a limited extent, aviation,
property-per-risk excess and other short-tail reinsurance on a worldwide basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This filing includes statements about future economic performance, finances,
expectations, plans and prospects of both IPC Holdings, Ltd. ("IPC") and Max
Capital Group Ltd. ("Max") that constitute forward-looking statements for
purposes of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to certain risks
and uncertainties, including the risks described in the preliminary joint proxy
statement/prospectus of IPC and Max that has been filed with the Securities and
Exchange Commission ("SEC") under "Risk Factors," many of which are difficult to
predict and generally beyond the control of IPC and Max, that could cause actual
results to differ materially from those expressed in or suggested by such
statements. For further information regarding cautionary statements and factors
affecting future results, please also refer to the most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report
and other documents filed by each of IPC or Max, as the case may be, with the
SEC. Neither IPC nor Max undertakes any obligation to update or revise publicly
any forward-looking statement whether as a result of new information, future
developments or otherwise.

This filing contains certain forward-looking statements within the meaning of
the U.S. federal securities laws. Statements that are not historical facts,
including statements about our beliefs, plans or expectations, are
forward-looking statements. These statements are based on our current plans,
estimates and expectations. Some forward-looking statements may be identified by
our use of terms such as "believes," "anticipates," "intends," "expects" and
similar statements of a future or forward looking nature. In light of the
inherent risks and uncertainties in all forward-looking statements, the
inclusion of such statements in this filing should not be considered as a
representation by us or any other person that our objectives or plans will be
achieved. A non-exclusive list of important factors that could cause actual
results to differ materially from those in such forward-looking statements
includes the following: (a) the occurrence of natural or man-made catastrophic
events with a frequency or severity exceeding our expectations; (b) the adequacy
of our loss reserves and the need to adjust such reserves as claims develop over
time; (c) any lowering or loss of financial ratings of any wholly-owned
operating subsidiary; (d) the effect of competition on market trends and
pricing; (e) changes in general economic conditions, including changes in
interest rates and/or equity values in the United States of America and
elsewhere and continued instability in global credit markets; and (f) other
factors set forth in the preliminary joint proxy statement/prospectus of IPC and
Max, the most recent reports on Form 10-K, Form 10-Q and other documents of IPC
or Max, as the case may be, on file with the SEC. Risks and uncertainties
relating to the proposed transaction include the risks that: the parties will
not obtain the requisite shareholder or regulatory approvals for the
transaction; the anticipated benefits of the transaction will not be realized;
and/or the proposed transactions will not be consummated. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. We do not intend, and are under no
obligation, to update any forward looking statement contained in this filing.

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND
IT:

This filing relates to a proposed business combination between IPC and Max. On
March 27, 2009, IPC filed with the SEC a registration statement on Form S-4,
which included a preliminary joint proxy statement/prospectus. This filing is
not a substitute for the preliminary joint proxy statement/prospectus that IPC
has filed with the SEC or any other document that IPC or Max may file with the
SEC or send to their respective shareholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT
ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such
documents, if filed, would be available free of charge at the SEC's website
(www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and
Chief Executive Officer, or John Weale, Executive Vice President and Chief
Financial Officer, at 441-298-5100, in the case of IPC's filings, or Max, at Joe
Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice
President, Investor Relations at 441-295-8800, in the case of Max's filings.

PARTICIPANTS IN THE SOLICITATION:

IPC and Max and their directors, executive officers and other employees may be
deemed to be participants in any solicitation of IPC and Max shareholders,
respectively, in connection with the proposed business combination.

Information about IPC's directors and executive officers is available in the
preliminary joint proxy statement/prospectus filed with the SEC on March 27,
2009, relating to IPC's 2009 annual meeting of shareholders; information about
Max's directors and executive officers is available in the amendment to its
annual report on Form-10K, filed with the SEC on April 1, 2009.

-0-
CONTACT:  The Abernathy MacGregor Group, Inc.
          Media
          Chuck Burgess
          Mike Pascale
          Allyson Morris
          +1-212-371-5999

          Innisfree M&A Inc.
          Investors
          Arthur Crozier
          +1-212-750-5833
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.