Majority of IPC Shareholders Support Validus` Call for Special Meeting

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Mon Jun 29, 2009 8:01am EDT

Requisitions Total 54% of IPC Shares

Validus Extends Exchange Offer to Acquire IPC Shares
HAMILTON, Bermuda--(Business Wire)--
Validus Holdings, Ltd. ("Validus") (NYSE: VR) today announced that it has
submitted to IPC Holdings, Ltd. ("IPC") (NASDAQ: IPCR) requisitions from
shareholders with aggregate ownership of approximately 54% of the outstanding
common shares of IPC, showing strong support for Validus' acquisition of IPC. As
Validus has submitted requisitions to IPC from shareholders representing 10% or
more of the issued and outstanding common shares of IPC, the IPC Board is
required by Bermuda law to call a special meeting of IPC shareholders. At the
special meeting, among other proposals to be considered, Validus will seek to
replace the IPC Board. 

"We are pleased that IPC shareholders have taken quick and decisive action to
compel the IPC Board to call a special meeting," said Ed Noonan, Validus`
Chairman and Chief Executive Officer. "The high level of requisitions, along
with the overwhelming rejection of the Max transaction, clearly demonstrates
that IPC shareholders want the attractive economics of the Validus offer." 

Under Validus` offer, IPC shareholders would receive $3.75 in cash and 1.1234
Validus voting common shares for each IPC common share for a total consideration
of $28.24 based on Validus` closing price on June 26, 2009. The Validus offer
provides IPC shareholders with a 24.9% premium based on IPC`s and Validus`
closing prices on March 30, 2009, the last trading day before the announcement
of Validus` initial offer. 

Mr. Noonan continued, "Once again, we urge IPC`s Board to heed the message sent
by its shareholders and agree to Validus` revised Amalgamation Agreement without
delay. We have presented a very attractive offer to IPC, which includes a full
and fair price for IPC shares, and have made a number of concessions to be
responsive to concerns expressed by the IPC Board. If IPC executes Validus'
revised Amalgamation Agreement, IPC shareholders will have the certainty of a
transaction which is not subject to termination in the event of major
catastrophe losses. IPC shareholders have clearly spoken: the IPC Board should
not further delay or attempt to create roadblocks that prevent its shareholders
from receiving the attractive economics of the Validus offer and prolong the
uncertainty surrounding IPC's future direction." 

In addition to seeking the replacement of the IPC Board with three highly
qualified candidates at the special meeting, Validus will seek to eliminate or
amend certain provisions in IPC`s bye-laws and to bind IPC to its previously
announced Scheme of Arrangement, if appropriate. While Validus believes that
reaching a consensual amalgamation transaction would be in the best interests of
IPC and its shareholders, Validus remains strongly committed to acquiring IPC
and will continue to pursue alternative paths to complete a transaction,
including its Exchange Offer and previously announced Scheme of Arrangement.
With overwhelming evidence of IPC shareholder support for calling a special
meeting, Validus will be submitting a new application with the Supreme Court of
Bermuda to seek its approval to convene a court-ordered meeting of IPC`s
shareholders in connection with the Scheme of Arrangement. 

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 6, 2009, unless extended. As of 5:00 p.m.,
New York City time (6:00 p.m., Atlantic time), on June 26, 2009, the previously
scheduled expiration date, approximately 14,313,622 shares of IPC (including
approximately 1,488,126 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. 

Once the special meeting has been called, Validus will send proxy materials
enabling IPC shareholders to vote on Validus` Board candidates and on the other
proposals to be considered at the special meeting. 

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. 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. 





Investors:
Validus Holdings, Ltd.
Jon Levenson, 441-278-9000
Senior Vice President
or
Media:
Sard Verbinnen & Co
Jamie Tully/Chris Kittredge/Jonathan Doorley
212-687-8080
or
College Hill
Roddy Watt/Tony Friend
+44 (0)20 7457 2020 

Copyright Business Wire 2009

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