Combination Creates Leading Bermuda Carrier in Short-tail Reinsurance and Insurance Market with $3.4 Billion in Shareholders’ Equity

Validus Holdings, Ltd. (“Validus”) (NYSE: VR) today announced that the boards of directors of both Validus and IPC Holdings, Ltd. (“IPC”) (NASDAQ: IPCR) have approved a definitive amalgamation agreement that will create a leading Bermuda carrier in the short-tail reinsurance and insurance market. Under the terms of the agreement, IPC shareholders will receive $7.50 in cash and 0.9727 Validus voting common shares for each IPC common share. The Validus consideration provides IPC shareholders with a 24.9% premium and $31.73 per share based on IPC’s and Validus’ closing stock prices on March 30, 2009, the last trading day before the announcement of Validus’ initial offer.

The final transaction terms represent an adjustment to the structure of Validus’ previous offer, under which IPC shareholders would have received $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share, in order to provide IPC shareholders with significantly greater cash consideration, while not changing the overall transaction value based on the March 30, 2009 closing stock prices for IPC and Validus.

Completion of the transaction, which is expected to take place in the third quarter of 2009, is subject to customary closing conditions, including Validus and IPC shareholder approvals. 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 April 30, 2009, have agreed to vote in favor of the issuance of Validus shares in connection with the transaction. Upon closing of the transaction, Validus shareholders will own approximately 62% of the combined company on a fully diluted basis, with IPC shareholders owning approximately 38%.

Ed Noonan, Validus’ Chairman and Chief Executive Officer, stated, “This is a compelling strategic combination that positions us exceptionally well to build on our solid track record of underwriting performance and book value growth. We are confident that it will generate superior value for both Validus and IPC shareholders. Validus will have significantly greater size and scale to take advantage of attractive rate trends across our business lines and growing overall demand for reinsurance from capital-constrained businesses. In addition, clients of both companies will benefit from our strong commitment to existing business lines, superior technical expertise and increased capacity to meet their needs.”

The combined company will have:

• $3.4 billion in GAAP shareholders’ equity (compared with shareholders’ equity of $2.0 billion for Validus and $1.8 billion for IPC as of March 31, 2009), enabling the company to capture highly attractive market opportunities in the global insurance and reinsurance markets;
• A strong balance sheet and conservative investment portfolio, which are of critical importance as buyers increasingly scrutinize counterparty risk;
• Profitable diversification into multiple short-tail lines with favorable rate trends;
• Stronger relationships with major reinsurance brokers, providing increased opportunity to lead placements; and
• A deep, experienced and stable management team.

Validus will continue to be led by its current senior management team, including Ed Noonan, Chairman and Chief Executive Officer.

Validus will be withdrawing and terminating its Exchange Offer for all of the outstanding common shares of IPC and will instruct BNY Mellon Shareowner Services to promptly return all IPC common shares previously tendered to Validus.