Validus Extends Exchange Offer to Acquire IPC Shares
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.