Validus Increases Offer for IPC Holdings
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Increased Offer Provides Total Current Consideration of $30.14 per IPC Share
13.2% Premium to Current IPC Share Price
Increased Offer Includes $3.00 Cash per IPC Share
Validus Urges IPC Board to Support Offer and IPC Shareholders to Vote AGAINST
Max Amalgamation
HAMILTON, Bermuda--(Business Wire)--
Validus Holdings, Ltd. ("Validus") (NYSE: VR) today announced that it has
delivered an increased offer to the Board of Directors of IPC Holdings, Ltd.
("IPC") (NASDAQ: IPCR) for the amalgamation of Validus and IPC. Under the
increased offer, IPC shareholders will now receive $3.00 in cash and 1.1234
Validus voting common shares for each IPC common share.
The increased offer provides IPC shareholders with total consideration of $30.14
per IPC share based on Validus` closing price on Friday, May 15, 2009, a 13.2%
premium to IPC`s closing price that day and a 21.9% premium based on IPC`s and
Validus` closing prices on March 30, 2009, the last trading day before the
announcement of Validus` initial offer. Under Validus` initial offer, IPC
shareholders would have received 1.2037 Validus voting common shares, and no
cash, for each IPC common share.
Initial Offer Increased Offer
Per IPC Share
Cash Consideration $ --- $ 3.00
Exchange Ratio 1.2037 1.1234
Current Value Per IPC Share 1
Cash $ --- $ 3.00
Common Shares 29.08 27.14
Total $ 29.08 $ 30.14
Premium To IPC Share Price 1, 2
% Premium 9.2 % 13.2 %
$ Premium $ 2.45 $ 3.51
1 Based on closing price of Validus on May 15, 2009 of $24.16 per share.
2 Based on closing price of IPC on May 15, 2009 of $26.63 per share.
"This increase underscores our strong commitment to the acquisition of IPC and
reinforces the clear superiority of our offer over IPC`s proposed amalgamation
with Max Capital," stated Ed Noonan, Validus` Chairman and Chief Executive
Officer. "In addition, by adjusting our exchange ratio, we are able to provide
the IPC shareholders with a meaningful cash component, a request we have heard
repeatedly from IPC shareholders whom we`ve talked to extensively over the last
few weeks, along with the continued opportunity to benefit from being part of a
leading Bermuda carrier in the short-tail reinsurance and insurance market. The
combined company will have a global underwriting platform, quality
diversification into profitable business lines with superior growth
opportunities, a strong balance sheet and a proven management team."
Mr. Noonan continued, "Following numerous meetings with IPC shareholders, we
believe there is widespread support for our acquisition of IPC, and in light of
our increased offer, we urge the IPC Board of Directors to determine that our
new proposal is superior to the transaction with Max and to withdraw its support
for the Max amalgamation, which provides no consideration to IPC shareholders
and significantly increases their exposure to risky assets and underperforming
business lines. While we hope the IPC Board will do the right thing and support
our increased offer which delivers even greater value to its shareholders, our
Exchange Offer and the Scheme of Arrangement that we are pursuing under Bermuda
law will allow us to complete a timely closing of our acquisition of IPC on the
same economic terms as our increased offer even without the support of IPC`s
Board."
Validus is also amending the terms of its Exchange Offer for all of the
outstanding common shares of IPC, as well as the Scheme of Arrangement, to
reflect its increased offer for IPC. As previously announced, the Exchange Offer
will expire at 5:00 p.m., New York City time (6:00 p.m., Atlantic time), on
Friday, June 26, 2009, unless extended. The revised offering documents,
including a new letter of transmittal, describing the improved economic terms of
the Exchange Offer and the means for IPC shareholders to tender IPC common
shares into the offer will be delivered to IPC shareholders. 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), or email validusIPC@georgeson.com.
Vote AGAINST Proposed Max Amalgamation
Validus continues to urge IPC shareholders to preserve their right to receive
the improved economic terms of the Validus offer by voting AGAINST the Max
Capital amalgamation on the GOLD proxy card. Shareholders who have previously
voted on IPC's white proxy card may obtain assistance in revoking or changing
that vote by contacting Georgeson Inc. toll-free at (888) 274-5119 (banks and
brokers should call (212) 440-9800), or email validusIPC@georgeson.com.
Copies of the transaction documents and an updated Validus investor
presentation, detailing the benefits of Validus' increased offer, will be
available on its website at www.validusre.bm.
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. 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, 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, the following: 1) uncertainty as to whether
Validus will be able to enter into and to consummate the proposed acquisition on
the terms set forth in the improved Validus amalgamation offer; 2) uncertainty
as to the actual premium that will be realized by IPC shareholders in connection
with the proposed acquisition; 3) uncertainty as to the long-term value of
Validus common shares; 4) unpredictability and severity of catastrophic events;
5) rating agency actions; 6) adequacy of Validus` or IPC`s risk management and
loss limitation methods; 7) cyclicality of demand and pricing in the insurance
and reinsurance markets; 8) Validus` limited operating history; 9) Validus`
ability to implement its business strategy during "soft" as well as "hard"
markets; 10) adequacy of Validus` or IPC`s loss reserves; 11) continued
availability of capital and financing; 12) retention of key personnel; 13)
competition; 14) potential loss of business from one or more major insurance or
reinsurance brokers; 15) Validus` or IPC`s 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; 16)
general economic and market conditions (including inflation, volatility in the
credit and capital markets, interest rates and foreign currency exchange rates);
17) the integration of Talbot or other businesses we may acquire or new business
ventures we may start; 18) the effect on Validus` or IPC`s investment portfolios
of changing financial market conditions including inflation, interest rates,
liquidity and other factors; 19) acts of terrorism or outbreak of war; 20)
availability of reinsurance and retrocessional coverage; 21) failure to realize
the anticipated benefits of the proposed acquisition, including as a result of
failure or delay in integrating the businesses of Validus and IPC; and 22) the
outcome of litigation arising from the Validus Offer for 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 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 Securities and Exchange Commission ("SEC"). Any
forward-looking statements made in this press release are qualified by these
cautionary statements, and there can be no assurance that the actual results or
developments anticipated by Validus 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. 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:
This press release relates to the Exchange Offer by Validus to exchange each
issued and outstanding common share of IPC for 1.1234 voting common shares of
Validus and $3.00 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, including
the definitive proxy statement seeking proxies to oppose the issuance of IPC
shares in connection with the amalgamation agreement between IPC and Max (the
"Opposition Proxy Statement") sent by Validus to IPC shareholders. Validus has
also filed a preliminary proxy statement with the SEC 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 OPPOSITION PROXY STATEMENT, THE VALIDUS SHARE ISSUANCE PROXY STATEMENT, THE
SCHEME OF ARRANGEMENT PROXY STATEMENTS AND ANY OTHER PROXY STATEMENTS 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 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.
Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
or
Media:
Sard Verbinnen & Co
Jamie Tully/Jonathan Doorley
+1-212-687-8080
Copyright Business Wire 2009
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