Validus Holdings, Ltd. (“Validus”) (NYSE: VR) and IPC Holdings,
Ltd. (“IPC”) (Nasdaq: IPCR; BSX: IPCR BH) today announced that they
will begin mailing a definitive joint proxy statement/prospectus to
shareholders of record of each company as of July 27, 2009 in
connection with the companies’ proposed amalgamation announced on
July 9, 2009.
The Validus Special General Meeting of Shareholders will be held
on September 4, 2009 at 9:00 a.m., Atlantic Time. The meeting will
be held at 19 Par-La-Ville Road, Hamilton HM11, Bermuda. At the
meeting, Validus shareholders will be asked to approve the issuance
of Validus voting common shares to IPC shareholders in connection
with the proposed amalgamation. Aquiline Capital Partners LLC,
Vestar Capital Partners, and New Mountain Capital, LLC, which
collectively owned approximately 38% of Validus’ outstanding voting
common shares as of July 27, 2009, have agreed to vote in favor of
the issuance of Validus shares in connection with the
transaction.
The IPC Special General Meeting of Shareholders will be held on
September 4, 2009 at 10:00 a.m., Atlantic Time. The meeting will be
held at the American International Building, 29 Richmond Road,
Pembroke HM 08, Bermuda. At the meeting, IPC shareholders will be
asked to (i) approve an amendment to IPC’s bye-laws to reduce the
shareholder vote required to approve an amalgamation with any other
company from the affirmative vote of three-fourths of the votes
cast thereon at a general meeting of the shareholders to a simple
majority and (ii) adopt the amalgamation agreement with Validus and
approve the resulting amalgamation of IPC with a wholly-owned
subsidiary of Validus.
Validus’ and IPC’s Boards of Directors have recommended that
their respective shareholders vote "FOR" each of the proposals
submitted at the companies’ respective meetings.
Under the terms of the amalgamation agreement, upon consummation
of the amalgamation, IPC shareholders will be entitled to receive
$7.50 in cash and 0.9727 Validus voting common shares for each IPC
common share they hold at the effective time of the amalgamation.
The amalgamation is subject to customary closing conditions,
including Validus and IPC shareholder approvals. The amalgamation
is currently expected to be completed promptly following the
receipt of Validus and IPC shareholder approvals.
Validus shareholders who need assistance voting should contact
Georgeson Inc. at: Georgeson Inc. 199 Water Street 26th
Floor New York, New York 10038 Banks and Brokerage Firms Please
Call: (212) 440-9800 All Others Please Call Toll Free: (888)
274-5146
E-mail inquiries:
validus@georgeson.com
IPC shareholders who need assistance voting should contact
Innisfree M&A Incorporated at: Innisfree M&A
Incorporated 501 Madison Avenue 20th Floor New York, NY 10022
Toll-Free for Shareholders: (877) 825-8621 Banks and Brokers Call
Collect: (212) 750-5834
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.
About IPC Holdings, Ltd.
IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe
Limited, provides property catastrophe reinsurance and, to a
limited extent, aviation, property-per-risk excess and other
short-tail reinsurance on a worldwide basis.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both
with respect to the parties and their industry, that reflect their
current views with respect to future events and financial
performance. Statements that include the words “expect,” “intend,”
“plan,” “confident,” “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 the parties’ 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. The
parties believe that these factors include, but are not limited to,
the following: 1) Validus and IPC may be unable to complete the
proposed amalgamation because, among other reasons, conditions to
the closing of the proposed amalgamation may not be satisfied or
waived; 2) uncertainty as to the actual premium that will be
realized by IPC shareholders in connection with the proposed
amalgamation; 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 Validus may acquire or new business
ventures Validus 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 amalgamation, including as a
result of failure or delay in integrating the businesses of Validus
and IPC; and 22) the outcome of any legal proceedings to the extent
initiated against Validus, IPC and others following the
announcement of the proposed amalgamation, 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 Validus’ 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, Validus or its business or operations. Except as
required by law, the parties 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 Amalgamation and
Where to Find It:
The issuance of Validus shares to IPC shareholders in the
amalgamation will be submitted to shareholders of Validus for their
consideration. The proposed amalgamation will be submitted to
shareholders of IPC for their consideration. Validus filed with the
SEC on August 6, 2009 a definitive joint proxy statement/prospectus
for the proposed amalgamation. Validus and IPC shareholders are
urged to read the definitive joint proxy statement/prospectus, and
any other relevant documents filed with the SEC, because they
contain and will contain important information. This press release
is not a substitute for the definitive joint proxy
statement/prospectus or any other documents which Validus or IPC
may file with the SEC and send to their respective shareholders in
connection with the proposed amalgamation.
The definitive joint proxy statement/prospectus is available,
and other relevant documents, when filed, will be 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, or IPC through John Weale, Interim President and
Chief Executive Officer, at +1-441-298-5100.
This press release does not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. No offering of securities
shall be made except by means of a proxy statement/prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Participants in the Solicitation:
Validus and IPC and their directors and executive officers are
deemed to be participants in any solicitation of Validus and IPC
shareholders in connection with the proposed amalgamation.
Information about Validus’ directors and executive officers is
available in Validus’ definitive proxy statement, dated March 25,
2009, for its 2009 annual general meeting of shareholders.
Information about IPC’s directors and executive officers is
available in IPC’s Amendment No. 1 to Form 10-K, dated April 30,
2009, for the fiscal year ended December 31, 2008.
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