Validus Reaffirms Its Offer for IPC as `Best` Offer
Validus Extends Exchange Offer to Acquire IPC Shares
HAMILTON, Bermuda--(Business Wire)--
Validus Holdings, Ltd. ("Validus") (NYSE: VR) today reported that it recently
confirmed to the Board of Directors of IPC Holdings, Ltd. ("IPC") (NASDAQ: IPCR)
and its advisors that its offer for IPC is its best and final offer. The Validus
offer consists of 1.1234 Validus common shares and $3.75 in cash for each IPC
common share.
Ed Noonan, Validus` Chairman and Chief Executive Officer, said, "Since the IPC
shareholders overwhelmingly rejected the Max transaction, Validus and IPC have
been in discussions on a range of issues in the hopes of reaching a consensual
transaction. During these discussions, Validus has been consistent in its belief
that its offer represents a full and fair value for IPC shares. In addition, we
have made a number of changes to the terms of our offer in order to be
responsive to concerns expressed by the IPC Board, including providing IPC
shareholders with the certainty of a transaction that is not subject to
termination in the event of major catastrophe losses."
Mr. Noonan continued, "As we have said since we first announced our offer for
IPC in late March, we believe that a combination with IPC will create
significant short and long-term value for the shareholders of both Validus and
IPC by creating a well-diversified, market-leading carrier in Bermuda's
short-tail reinsurance and insurance markets. IPC shareholders would benefit
from being part of Validus, which has the highest growth in tangible book value
plus accumulated dividends of any publicly traded Bermuda reinsurance company as
measured over the time Validus has been public, and the IPC Board is fully
briefed on the future value creation embedded in the growth of our business
through our new initiatives."
Under Validus` offer, IPC shareholders would receive total consideration of
$28.63 based on Validus` closing price on July 2, 2009. The Validus offer
provides IPC shareholders with a 24.9% premium and $31.73 per share based on
IPC`s and Validus` closing prices on March 30, 2009, the last trading day before
the announcement of Validus` initial offer.
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 13, 2009, unless extended. As of July 2,
2009, the last trading day prior to this extension, approximately 9,190,039
shares of IPC (including approximately 5,151 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.
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. Because the consideration offered in connection with the proposed
acquisition provides for stock consideration with a fixed exchange ratio, the
value of Validus' offer will vary over time based on changes in the market price
of Validus' common shares, and such changes could result in the increase,
decrease or elimination of the premium being delivered to IPC shareholders. 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, Senior Vice President
+1-441-278-9000
www.validusre.bm
or
Media:
Jamie Tully/Chris Kittredge/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
or
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020
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