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Published on 6/4/2009 in the Prospect News Special Situations Daily.

Max Capital, IPC shareholders to receive cash dividends after merger

By Lisa Kerner

Charlotte, N.C., June 4 - Max Capital Group Ltd. and IPC Holdings, Ltd. announced that IPC will pay two special cash dividends that will deliver $2.50 per share in cash to IPC shareholders if the IPC/Max deal closes.

IPC said the first dividend of $1.50 per share in cash will be payable to IPC shareholders of record as of June 15.

Shareholders of the combined company will receive $1.00 per share in cash once the transaction is complete.

"With today's announcement, the IPC/Max deal provides substantial additional and immediate value for IPC shareholders, and with all regulatory approvals and lender consents in hand, the IPC/Max deal is certain and can close shortly after our shareholder meeting," IPC chairman Kenneth L. Hammond said in a news release.

Max and IPC agreed to combine in a stock-for-stock transaction valued at approximately $912 million. As previously reported, Max shareholders will receive 0.6429 IPC shares for each Max share.

IPC rejected Validus Holdings, Ltd.'s offer to acquire IPC for $3.00 in cash and 1.1234 Validus voting common shares for each IPC common share. However, Validus extended its exchange offer for IPC to 5 p.m. ET on June 26.

Last week the Supreme Court of Bermuda ruled that IPC shareholders could approve a scheme of arrangement with Validus at a general meeting but did not order such a meeting in advance of the June 12 vote as Validus had hoped.

Based in Hamilton, Bermuda, Validus provides insurance coverage and reinsurance coverage in the property, marine and specialty lines markets.

IPC, located in Pembroke, Bermuda, provides property catastrophe reinsurance as well as aviation, property-per-risk excess and other short-tail reinsurance.

Specialty insurance and reinsurance provider Max is based in Hamilton, Bermuda.


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