Validus wins bid for IPC special meeting, extends exchange offer

By Lisa Kerner

Charlotte, N.C., June 29 - Validus Holdings, Ltd. said it delivered sufficient requisitions from IPC Holdings, Ltd. shareholders to require IPC to hold a special meeting under Bermuda Law.

According to Validus, it delivered requisitions from shareholders with total ownership of approximately 54% of IPC's outstanding shares. A total of 10% of the outstanding shares was required to force the meeting to be held.

At the meeting, Validus will propose replacing the IPC board of directors, eliminating or amending some provisions in IPC's bylaws and binding IPC to its previously announced scheme of arrangement.

"We are pleased that IPC shareholders have taken quick and decisive action to compel the IPC board to call a special meeting," Validus chairman and chief executive officer Ed Noonan said in a company news release.

"The high level of requisitions, along with the overwhelming rejection of the Max [Capital Group Ltd.] transaction, clearly demonstrates that IPC shareholders want the attractive economics of the Validus offer."

Max terminated its merger agreement with IPC after a majority of IPC's shareholders voted against the deal. The companies had agreed to combine in a stock-for-stock transaction valued at approximately $912 million.

Validus is seeking to acquire IPC for $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share in an exchange offer now slated to end at 5 p.m. on July 6.

The offer had been scheduled to end on Friday. Approximately 14,313,622 shares of IPC, including approximately 1,488,126 IPC shares subject to guaranteed delivery procedures, have been tendered and not withdrawn, Validus said.

As previously reported, IPC and Validus have signed a confidentiality agreement, begun mutual due diligence and made data rooms available to each other.

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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