Validus offers revised merger agreement of the IPC

 

Wednesday, Jun 24,2009, 3:58:55 PM   Click:

HAMILTON, Bermuda - (BUSINESS WIRE) - Validus Holdings, Ltd. ( "Validus"?) (NYSE: VR) announced today that it has issued a revised merger agreement with IPC Holdings, Ltd. ( "IPC" ?) (NASDAQ: IPCR), which addresses concerns raised by the IBC in its press release dated June 15. However, Validus will not be the revision of its economic offer, which continues to believe Validus full and fair value of the CPI part. As part of the announcement, Validus issued the following statement:

"We have proposed a number of concessions to the IPC to be responsive to their concerns, including allowing the CPI for the Council the right to conduct a limited verification of the market after signing a agreement with Validus, in eliminating the right of termination value so that the fence not be affected by the disaster risk and to agree on a plan to reinforce the IPC breakdown for employees. However, no information that we received from the IPC to justify economic development of our offer. "?

"In rejecting the massive Max transaction, we believe that IPC shareholders sent a strong message to the board of directors of the IPC that they want the economic attractiveness of Validus offers. We urge the Council of the CPI to take this message and accept Validus "revised merger agreement without delay."?

"Although we believe that reaching a consensus merger transaction is in the best interest of IBC and its shareholders, Validus is firmly committed to the acquisition of CPI and pursue other ways to complete a transaction including the exchange offer and scheme already announced Agreement. In addition, we will proceed with our plan to replace the CPI for the Council at a special meeting of shareholders of CPI in order to facilitate the delivery of 'attractiveness of the economy Validus offer its shareholders the IPC. "


Validus supply

Under the Validus supply, IPC shareholders will receive $ 3.75 in cash and 1.1234 Validus voting shares for each share of IPC for a total consideration of $ 27.26 per share, based on Validus's closing share price June 22, 2009. Validus The offer provides a premium of 24.9% based on CPI and Validus' closing price on 30 March 2009, the last trading day before the announcement of Validus' initial offer.

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 reinsurer based on short-tail reinsurance. Talbot is the Bermuda parent of the first specialty insurance group operating in the insurance market Lloyd's Syndicate by through 1183.

Disclaimer Regarding Forward-Looking Statements

This press release May include forward-looking statements, whether 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.

Therefore, it is or will be important factors that could cause actual results to differ materially from those indicated in these statements and, therefore, we should not place undue reliance on these statements. We believe that these factors include, but are not limited to, those set forth in the proxy and registration statements that Validus has filed with the Securities and Exchange Commission ( "SEC"?) Related to its project of acquisition of IPC, and should be read in conjunction with the warnings and risk factors included in our most recent reports on Form 10-K and Form 10-Q and the risk factors included in the latest CPI reports on Form 10-K and Form 10-Q and other documents Validus of the IPC and file with the SEC. Except as provided by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional information on the proposed acquisition and where to find it:

Validus Exchange has filed an offer of exchange for each issued and outstanding common share of IBC for 1.1234 shares of Validus vote and $ 3.75 in cash. This press release is for informational purposes only and does not constitute an offer to exchange nor a solicitation of an offer to exchange, shares of IPC, and it is not a substitute for Tender Offer Statement on Schedule A 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"?), which filed in May or Validus 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 filed in May or Validus file with the SEC or any other document that Validus May or send to its shareholders of the IPC in connection with the proposed acquisition. Validus sent a definitive proxy statement and a supplement to its shareholders to approve the search for proxies for issuing Validus voting shares under the proposed transaction between the IPC and Validus (the "Share Issuance Validus Proxy Statement "??). Also, Validus sent to certain shareholders of IPC definitive proxy soliciting requests from shareholders of CPI CPI compel the board of directors to convene a special meeting of its shareholders, inter alia, a remove and replace all the directors of IPC from their positions as directors of IPC (the "Application Proxy Statement"). Additionally, Validus has filed the preliminary proxy statement with the SEC in connection with the system of arrangement (the "Scheme of Arrangement "??). Proxy Statements


INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENTS OF THE Validus share issue of proxy, the application proxy, THE SYSTEM OF DEVICE OF PROXY STATEMENTS AND OTHER STATEMENTS OR AGENT OR SUPPLEMENTS TO THOSE DOCUMENTS RELEVANT TO FILED OR Validus may file with and if the SEC when they become available because they contain or will contain important information about the proposed acquisition. All these documents, when filed, are available on the website of the SEC (www.sec.gov) or by directing a request by Validus Jon Levenson, Senior Vice President, at +1-441-278-9000 .

The participants in the solicitation:

Validus and certain of its officers and Validus' candidates to the Board of Directors of the IBC shall be deemed to be participants in the solicitation of shareholders in connection with the proposed acquisition. About Validus' executives Validus is available in the proxy statement, dated 25 March 2009 for its 2009 annual general meeting of shareholders. Validus information "candidates to the board of directors of the IPC is available in the definitive statement of attorney by Validus filed on 16 June 2009 in connection with the solicitation of written requests of the shareholders of CPI.






Investors:

Validus Holdings, Ltd.

Jon Levenson, +1-441-278-9000 Â

Senior Vice President

or

Media:

Sard Verbinnen & Co

Jamie Tully / Chris Kittredge / Jonathan Doorley

+1-212-687-8080

or

College Hill

Roddy Watt / Tony Friend

+44 (0) 20 7457 2020

Source: Validus Holdings, Ltd.