Max Capital Comments on Validus Revised Statements with Respect to Timing of Its Exchange Offer and Proposed Scheme of Arrangement

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

Wed Jun 10, 2009 10:05am EDT

Validus Concedes Hostile Proposals Have No "Clear Path"  

Max Continues to Provide Superior Financial and Strategic Benefits to IPC
Shareholders
HAMILTON, Bermuda--(Business Wire)--
Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) commented on today`s filings
by Validus Holdings, Ltd., with respect to the timing of its Exchange Offer and
its proposed Scheme of Arrangement for IPC Holdings, Ltd. (NASDAQ: IPCR; BSX:
IPCR BH). In its myriad of previous press releases and Securities and Exchange
Commission filings, Validus has repeatedly and inappropriately stated that it
has a "clear path" to close a transaction with IPC. Given its filings today,
however, it appears that Validus has now conceded that no such path exists. 

In a proxy filing with the SEC this morning, in connection with describing its
proposal to obtain a court order to hold an IPC shareholder meeting relating to
a scheme of arrangement, Validus conceded for the first time that "there can be
no assurance that the [Bermuda Supreme Court] will exercise its discretion to
convene such a meeting on the subsequent application by Validus to the Court."
This accurate statement contrasts with numerous misleading statements made by
Validus in the past, suggesting that there was a "clear path" for its scheme to
succeed. For example, on May 29, Validus proclaimed, "Validus is pleased that,
if the Max deal is voted down, it will have a clear path to pursue a Scheme of
Arrangement." This statement was misleading, and Validus`s latest SEC filings
have removed references to a "clear path." 

Furthermore, with respect to its Exchange Offer, Validus has conceded that
without the support of IPC`s board of directors, it cannot complete its Exchange
Offer in a timely manner. In the past, Validus has repeatedly claimed that it
"can close on its acquisition of IPC as early as June 26th through its Exchange
Offer if its conditions are satisfied." However, in its press release issued
yesterday, Validus instead stated, "we hope that IPC`s Board will do the right
thing and support our increased offer, which provides greater value and can be
completed on a timely basis for the benefit of IPC shareholders." However, as
IPC`s board of directors has repeatedly stated, that Board will only determine
its position after this week`s vote. 

W. Marston (Marty) Becker, Chairman and Chief Executive Officer of Max Capital
stated, "Validus`s statements yesterday and today confirm what IPC and what Max
have been saying all along - that the Validus proposals are not currently viable
and cannot be implemented in any kind of current time frame. In addition to
being fraught with risk and uncertainty, we continue to believe that Validus`s
latest revised bid, like each of the others before it, fails to reach the level
of financial and strategic benefits afforded to IPC and Max shareholders by the
IPC-Max merger. 

"The IPC-Max deal, which we expect to close next week, offers more book value
per share to IPC shareholders and a significant cash component. By any
reasonable measure - including a corrected application of the RiskMetrics
methodology as outlined by IPC this morning - the combined company will provide
shareholders with superior long-term growth potential reflecting our
diversification, capital efficiency and profitable growth. We remain confident
and fully committed to successfully completing our fully-negotiated merger with
IPC." 

Max believes that Validus is offering IPC shareholders an overvalued currency
and highly correlated risk, magnified by reducing capital levels in the company,
all of which would create extreme risk and uncertainty for shareholders. By
contrast, the IPC-Max merger provides real fundamental current and long-term
strategic value, true diversification that produces more stable returns, and a
tangible transaction that is ready to close. 

The definitive IPC-Max merger agreement was amended on June 4, 2009 to include
cash consideration of $2.50 per share to IPC shareholders, and continues to be
on track to close shortly after IPC`s and Max`s shareholder meetings, set for
this Friday, June 12, 2009. 

June 12, 2009 is Friday of this week. Max urges the shareholders of IPC and Max
to read the joint proxy material carefully and to vote FOR all the proposals
relating to the IPC-Max Transaction on the WHITE card and to return that card
promptly. 

Investors are strongly encouraged to reject any attempts by Validus to distract
and mislead them into thinking they have an actionable plan to use its
overvalued currency to acquire IPC. Validus continues to offer inferior value to
IPC shareholders over the value to be obtained through IPC`s combination with
Max. 

Information about the Max special meeting of shareholders and the IPC-Max
Transaction at www.maxcapgroup.com and the IPC annual general meeting of
shareholders and the IPC-Max Transaction at www.ipcre.com. 

Copies of the joint proxy statement/prospectus as well as a summary thereof and
an updated investor presentation, detailing the benefits of the transaction, are
available on the companies` corporate websites at www.maxcapgroup.com and
www.ipcre.com. 

IPC shareholders with questions about the IPC-Max transaction, or who need
assistance in voting their shares, may call the company`s proxy solicitor,
Innisfree M&A Incorporated, toll-free at (877) 825-8621 or call collect at (212)
750-5834. 

Max shareholders with questions about the IPC-Max transaction, or who need
assistance in voting their shares, may call the company's proxy solicitor,
MacKenzie Partners, Inc, toll-free at (800) 322-2885 or collect at (212)
929-5500. 

About Max Capital Group Ltd.

Operating from offices in Bermuda, Ireland, the USA and at Lloyd's, Max Capital
is a global enterprise dedicated to providing diversified specialty insurance
and reinsurance products to corporations, public entities, property and casualty
insurers and life and health insurers. 

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 definitive 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 definitive 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,
except as required by law. 

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
May 7, 2009, IPC and Max filed with the SEC a definitive joint proxy
statement/prospectus of IPC and Max, which was first mailed to shareholders of
IPC and Max on May 7, 2009. Additionally, a supplement to the definitive joint
proxy statement/prospectus was filed with the SEC and was first mailed to
shareholders of IPC and Max on June 4, 2009. This filing is not a substitute for
the definitive joint proxy statement/prospectus or the supplement to the
definitive joint proxy statement/prospectus that IPC and Max have 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 DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, THE SUPPLEMENT TO THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE
FILED WITH THE SEC, 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 and executive officers are participants in the
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
definitive joint proxy statement/prospectus filed with the SEC on May 7, 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. 





Max Capital Group Ltd.
Investors:
Susan Spivak Bernstein
+1-212-898-6640
or
Media:
Kekst and Company
Roanne Kulakoff or Peter Hill
+1-212-521-4800 



Copyright Business Wire 2009

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.