Revised Offer Provides $7.50 in Cash per Share and Greater Certainty
Combination Provides Compelling Value to IPC Shareholders
HAMILTON, Bermuda, July 9, 2009 (GLOBE NEWSWIRE) -- IPC Holdings, Ltd. (Nasdaq:IPCR) (BSX:IPCR BH) today announced that its Board of Directors has unanimously approved a definitive amalgamation agreement with Validus Holdings, Ltd. (NYSE:VR). Under the terms of the agreement, holders of IPC common stock will receive $7.50 per share in cash and a fixed exchange ratio of 0.9727 Validus shares for each IPC share. Upon closing of the transaction, IPC shareholders will receive approximately $424 million cash in aggregate and will own approximately 38% of the combined company on a fully diluted basis (with Validus's shareholders owning approximately 62%).
The revised amalgamation agreement with Validus provides greater certainty for IPC's shareholders with no termination rights related to catastrophe losses. In addition, Aquiline Capital Partners LLC, Vestar Capital Partners, and New Mountain Capital, LLC, which collectively owned approximately 38% of Validus's 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. Validus has also agreed to pay upfront the $50 million termination fee due under the IPC / Max transaction.
Kenneth L. Hammond, Chairman of IPC, said, "Our number one priority has always been to maximize value for IPC shareholders. Over the past several weeks, we conducted a thorough and intensive process that included negotiations with, and offers from, multiple parties. We believe that the agreement we announced today represents the best outcome for our shareholders.
"The significantly higher cash component and absence of book value related termination rights, increases the certainty of value and lessens the risk for IPC's shareholders. At the same time, IPC shareholders will still be able to participate in the upside of owning shares in a larger, stronger and better capitalized underwriting platform.
"We thank the other parties for their interest in IPC and for the enormous amount of work expended in such a short period of time. We look forward to both IPC and Validus shareholders approving this transaction and to closing shortly thereafter."
Completion of the transaction is contingent upon customary closing conditions, including the approvals of shareholders of both companies. The transaction is expected to close in the third quarter 2009. J.P. Morgan Securities Inc. acted as financial advisor and delivered a fairness opinion and Sullivan & Cromwell LLP and Mello Jones & Martin as legal counsel.
Conference Call
Validus and IPC will host a joint conference call for investors, analysts, and other interested parties today at 10:00 a.m. Eastern Time. The conference call may be accessed by dialing 1-800-860-2442 (U.S. callers) or 1-412-858-4600 (International callers). Those who intend to participate in the call should dial in at least 10 minutes in advance. Presentation materials for the call will be available on Validus' website, www.validusre.bm, in advance of the call. A live webcast of the call will be available via the website of Validus at www.validusre.bm. A replay of the call will be available through July 23, 2009 by dialing 1-877-344-7529 and entering the passcode 432229#.