Company purchases 6,383,884 common shares at $32.00 per common
share
Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR) announced
today the final results of its “modified Dutch auction” tender offer,
which expired at 5:00 p.m., New York City time, on June 5, 2012.
Validus has accepted for purchase 6,383,884 of its common shares at a
price of $32.00 per common share for a total cost of $204,284,288,
excluding fees and expenses relating to the tender offer. Validus funded
the purchase of the shares in the tender offer using cash on hand.
Included within the common shares to be accepted for purchase are
133,884 common shares that Validus elected to purchase pursuant to its
option to increase the size of the tender offer by up to 2.0% of the
outstanding common shares. The depositary will promptly pay for the
common shares accepted for purchase, and will promptly return the
19,191,712 common shares tendered and not purchased, pursuant to
the terms of the tender offer.
As noted in the Company’s Offer to Purchase, the Company may in the
future consider various forms of share repurchases, including open
market purchases, tender offers and/or accelerated share repurchases or
otherwise. Under applicable securities laws, the Company may not
repurchase any of its common shares until after June 19, 2012. Following
completion of the tender offer, Validus has approximately $166.4 million
remaining under its current share repurchase authorization. The timing,
form and amount of any future share repurchases will depend on a variety
of factors, including the Company’s results of operations, financial
position and capital requirements, general business conditions, legal,
tax, regulatory, rating agency and contractual constraints or
restrictions and other factors its board of directors deems relevant.
The share repurchase program may be modified, extended or terminated by
the Company’s board of directors at any time.
Dowling & Partners Securities, LLC served as the dealer manager for the
tender offer. Innisfree M&A Incorporated served as the information
agent. Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel
with respect to the tender offer. Shareholders and investors who have
questions or need information about the tender offer may call Innisfree
M&A Incorporated at (212) 750-5833 (banks and brokers) or (877) 456-3488
(toll-free).
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.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both with
respect to us and our industry, that reflect our current views with
respect to future events and financial performance. Statements that
include the words “expect,” “intend,” “plan,” “believe,” “project,”
“anticipate,” “will,” “may,” “could” 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. 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. We believe that these factors include, but are not
limited to, the following: 1) unpredictability and severity of
catastrophic events; 2) rating agency actions; 3) adequacy of Validus’
risk management and loss limitation methods; 4) cyclicality of demand
and pricing in the insurance and reinsurance markets; 5) statutory or
regulatory developments including tax policy, reinsurance and other
regulatory matters; 6) Validus’ ability to implement its business
strategy during “soft” as well as “hard” markets; 7) adequacy of
Validus’ loss reserves; 8) continued availability of capital and
financing; 9) retention of key personnel; 10) competition; 11) potential
loss of business from one or more major insurance or reinsurance
brokers; 12) Validus’ 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; 13)
general economic and market conditions (including inflation, volatility
in the credit and capital markets, interest rates and foreign currency
exchange rates); 14) the integration of businesses Validus may acquire
or new business ventures Validus may start; 15) the effect on Validus’
investment portfolios of changing financial market conditions including
inflation, interest rates, liquidity and other factors; 16) acts of
terrorism or outbreak of war; 17) availability of reinsurance and
retrocessional coverage; and 18) the ability of Validus to achieve the
benefits contemplated by the tender offer, 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 other documents on file with the Securities and Exchange
Commission. 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. Validus undertakes no obligation to update publicly or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
