425
Filed by Validus Holdings, Ltd. pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange of 1934, as amended
Subject Company: IPC Holdings, Ltd.
(Commission File No.: 000-27662)
Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11Bermuda
Mailing Address:
Suite 1790
48 Par-la-Ville Road
Hamilton, HM 11
Bermuda
Telephone: (441) 278-9000
Facsimile: (441) 278-9090
Website: www.validusre.bm
RISKMETRICS SUPPORTS VALIDUS POSITION AND RECOMMENDS THAT IPC SHAREHOLDERS VOTE AGAINST PROPOSED MAX AMALGAMATION
RiskMetrics States that an IPC/Max Merger Does Not Maximize Shareholder Value
Validus Urges IPC Shareholders to Follow the RiskMetrics Recommendation and Vote AGAINST Proposed Max Amalgamation
The Validus Offer Provides a 14.4% Premium to IPCs Current
Market Price and Includes $3.00 Cash Per IPC share
Hamilton, Bermuda June 3, 2009 Validus Holdings, Ltd. (Validus) (NYSE: VR) today commented
on the recommendation by RiskMetrics Group, the leading independent proxy voting and corporate
governance advisory firm, that the shareholders of IPC Holdings, Ltd. (IPC) (NASDAQ: IPCR) vote
AGAINST all of the proposals related to the amalgamation agreement between IPC and Max Capital
Group Ltd. (Max).
Ed Noonan, Validus Chairman and Chief Executive Officer, said, We are gratified but not surprised
by RiskMetrics recommendation in light of the inferior value of the Max transaction and the
disregard the IPC Board has shown for its shareholders and its fiduciary obligations. IPC
shareholders have a clear path to receiving the higher value of Validus superior offer with or
without the support of the IPC Board following the rejection on June 12th of the
proposed amalgamation with Max.
Based on the decision of the Supreme Court of Bermuda on May 29th, Validus will be able to pursue a
Scheme of Arrangement to acquire IPC if the Max transaction is rejected and evidence of IPC
shareholder support for the Scheme of Arrangement is received. In addition, Validus can close on
its acquisition of IPC as early as June 26th through its Exchange Offer if its conditions are
satisfied. Under the Validus offer, IPC shareholders will receive $3.00 in cash and 1.1234 Validus
voting common shares for each IPC common share for a total consideration of $30.58 per IPC share
based on Validus closing price yesterday, June 2, 2009. This is a 14.4% premium to yesterdays
IPC closing price.
RiskMetrics conducted a rigorous review to determine whether the Validus or Max offer provides
greater shareholder value and concluded ...an IPC/Validus transaction is likely to be more value
accretive in FY09 and FY10.
In its report, RiskMetrics also noted that:
...[O]ur analysis suggests that at least in terms of current valuation, an IPC/Max merger does
not maximize shareholder value.
We note that the recent Bermuda court ruling appears to confirm the feasibility of a
court-ordered process, provided IPC shareholders vote down the Max deal.
With respect to the sale process conducted by [the] IPC Board, we note that the combination of
a force the vote, no talk and high break-up fee is not shareholder friendly. IPC and Max
did not have an adequate rationale in our opinion for this array of deal protection provisions.
By itself, these provisions would not cause us to recommend against a transaction. Coupled with
the existence of a higher bid, however, such provisions help to tip the balance against the
proposed Max transaction.
Validus urges IPC shareholders to follow RiskMetrics recommendation and to preserve their right to
receive Validus superior offer by voting AGAINST the proposed Max amalgamation. Validus urges IPC
shareholders to vote on the GOLD proxy card today. Shareholders who have previously voted on IPCs
white proxy card may obtain assistance in revoking or changing that vote by contacting Georgeson
Inc. toll-free at (888) 274-5119 (banks and brokers should call (212) 440-9800), or email
validusIPC@georgeson.com.
For the latest copies of the transaction documents, proxy materials and an investor presentation
detailing the benefits of Validus superior offer, please visit www.ValidusTransaction.com.
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 Lloyds insurance market through Syndicate 1183.
Contacts:
Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
Media:
Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
OR
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020
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.
All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our 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. We believe that these factors include, but
are not limited to, those set forth in the proxy statements and registration statement that Validus
has filed with the Securities and Exchange Commission (SEC) relating to its proposed acquisition
of IPC, and should be read in conjunction with the cautionary statements and risk factors included
in our most recent reports on Form 10-K and Form
2
10-Q and the risk factors included in IPCs most recent reports on Form 10-K and Form 10-Q and
other documents of Validus and IPC on file with the SEC. Except as required by law, we 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 Acquisition and Where to Find It:
This press release relates to the Exchange Offer by Validus to exchange each issued and outstanding
common share of IPC for 1.1234 voting common shares of Validus and $3.00 in cash. This press
release is for informational purposes only and does not constitute an offer to exchange, or a
solicitation of an offer to exchange, IPC common shares, nor is it a substitute for the Tender
Offer Statement on Schedule TO or the preliminary prospectus/offer to exchange included in the
Registration Statement on Form S-4 (including the press release of transmittal and related
documents and as amended and supplemented from time to time, the Exchange Offer Documents) that
Validus has filed or may file with the SEC. The Registration Statement has not yet become
effective. The Exchange Offer will be made only through the Exchange Offer Documents.
This press release is not a substitute for the proxy statements that Validus has filed or may file
with the SEC or any other documents which Validus may send to its or IPCs shareholders in
connection with the proposed acquisition. Validus has sent a definitive proxy statement to IPC
shareholders seeking proxies to oppose the issuance of IPC shares in connection with the
amalgamation agreement between IPC and Max (the Opposition Proxy Statement). Validus has also
sent a definitive proxy statement to its shareholders seeking proxies to approve the issuance of
Validus voting common shares in connection with the proposed transaction between IPC and Validus
(the Validus Share Issuance Proxy Statement). In addition, Validus has filed preliminary proxy
statements with the SEC in connection with the Scheme of Arrangement (the Scheme of Arrangement
Proxy Statements).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS, THE OPPOSITION PROXY
STATEMENT, THE VALIDUS SHARE ISSUANCE PROXY STATEMENT, THE SCHEME OF ARRANGEMENT PROXY STATEMENTS
AND ANY OTHER PROXY STATEMENTS OR RELEVANT DOCUMENTS THAT VALIDUS HAS FILED OR MAY FILE WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED ACQUISITION. All such documents, when filed, are available free of charge at
the SECs website (www.sec.gov) or by directing a request to Validus through Jon Levenson, Senior
Vice President, at +1-441-278-9000.
Participants in the Solicitation:
Validus and certain of its executive officers are deemed to be participants in any solicitation of
shareholders in connection with the proposed acquisition. Information about Validus executive
officers is available in Validus proxy statement, dated March 25, 2009 for its 2009 annual general
meeting of shareholders.
Note: Permission to use quoted material from the RiskMetrics report was neither sought nor
obtained.
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