Validus and IPC Shareholders to Vote at Special General Meetings of
Shareholders on September 4, 2009
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.
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Validus shareholders who need assistance voting should contact
Georgeson Inc. at:
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Georgeson Inc.
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199 Water Street
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26th Floor
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New York, New York 10038
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Banks and Brokerage Firms Please Call: (212) 440-9800
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All Others Please Call Toll Free: (888) 274-5146
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E-mail inquiries: validus@georgeson.com
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IPC shareholders who need assistance voting should contact Innisfree
M&A Incorporated at:
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Innisfree M&A Incorporated
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501 Madison Avenue
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20th Floor
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New York, NY 10022
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Toll-Free for Shareholders: (877) 825-8621
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Banks and Brokers Call Collect: (212) 750-5834
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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.
For Validus:
Investors:
Validus Holdings, Ltd.
Jon
Levenson, +1-441-278-9000
Senior Vice President
or
Media:
Sard
Verbinnen & Co
Jamie Tully/Chris Kittredge/Jonathan Doorley,
+1-212-687-8080
or
For IPC:
Investors:
Innisfree
M&A Inc.
Arthur Crozier, +1-212-750-5833
or
Media:
The
Abernathy MacGregor Group
Mike Pascale/Allyson Morris/Carina
Davidson, +1-212-371-5999
or
College Hill
Roddy Watt/Tony
Friend, +44 (0)20 7457 2020