Validus Exchange Offer So Highly Conditional That Purpose Must Be to Distract
Investors
Dowling`s Independence Called into Question by Research Firm`s Retention as a
Paid Advisor to Validus
HAMILTON, Bermuda--(Business Wire)--
Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) today stated its belief that
recent actions by Validus Holdings, Ltd., including its announced plan to launch
a highly conditional hostile stock exchange offer for IPC Holdings, Ltd., are
intended to distract attention from the superior value Max is delivering to
IPC's shareholders. The amalgamation with Max continues to provide IPC
shareholders with more value and certainty of closing, while the Validus
proposal - in whichever form - is both dilutive and of uncertain value to IPC
shareholders.
Unlike the multipart, hostile strategy announced by Validus, Max and IPC have a
straightforward, binding plan in place to complete their amalgamation, which
continues to move toward an expected June closing. A transaction with Max
provides IPC shareholders with superior value today and a diversified business
expected to produce superior value well into the future.
W. Marston (Marty) Becker, Chairman and Chief Executive Officer of Max Capital
stated, "Max and IPC have a deal - an executed agreement that delivers more
certainty as well as more value both today and into the future. We remain fully
committed to completing our planned merger with IPC and forming a world-class
specialty insurer/reinsurer. In contrast, Validus continues to promote illusory
concepts to IPC shareholders, each with many unknowns, uncertainties and
caveats.
"The transaction proposed by Validus is flawed from an IPC point of view in that
it requires accepting a proposal rejected by the IPC Board with a below
book-value price, paid for with the stock of a largely correlated, unproven
property cat platform that underwrites volatile, short-tail lines. Validus is
trying to deny IPC shareholders the opportunity to participate in the value
creation in a combination with Max. Given the facts and the interests at stake,
we remain very confident that IPC and Max shareholders will recognize the
superior deal they have in hand," Mr. Becker said.
Max also announced that it has learned that Validus has retained Dowling &
Partners Research or an affiliate to provide paid advisory services in
connection with Validus`s hostile efforts. Max believes that such a role for the
boutique insurance industry reporting and research firm is incompatible with its
activities as an independent capital markets analyst.
On May 1, 2009, upon query, Dowling confirmed to Max that it had accepted a paid
retainer from Validus to assist Validus in the preparation of communication
materials, as well as to use Dowling`s extensive relationships with insurance
industry investors to arrange meetings for Validus with the intent of soliciting
from IPC shareholders votes against Max`s proposed merger with IPC.
Mr. Becker stated, "We are not surprised that Validus has reached out for
additional assistance in their attempts to disrupt our deal with IPC. We are
surprised that Dowling has chosen to take sides in a paid partisan advocacy
role. This seems inconsistent with their reputation as a well-regarded
independent research and reporting firm in the insurance industry. Even more
concerning is their involvement in this activity with no public disclosure by
Validus or Dowling. Max would expect that this new role for Dowling would have
them cease reporting on the Max/IPC merger or the Validus hostile takeover
offer."
On April 30, 2009, IPC's board of directors unanimously reaffirmed its belief
that the acquisition proposal made by Validus does not represent a superior
proposal, and it reaffirmed its recommendation that IPC shareholders vote "FOR"
the amalgamation with Max to create a stronger and more diversified company.
Max shareholders with questions about the merger, 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 press release 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 press-release 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 press release 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 press
release.
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND
IT:
This press release relates to a proposed business combination between IPC and
Max. On April 27, 2009, IPC filed with the SEC an amended registration statement
on Form S-4, which included a preliminary joint proxy statement/prospectus of
IPC and Max. This press release 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 April 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.
Max Capital Group Ltd.
Susan Spivak Bernstein, +1-212-898-6640
or
Kekst and Company
Roanne Kulakoff or Peter Hill, +1-212-521-4800
Copyright Business Wire 2009
