DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
VALIDUS HOLDINGS, LTD.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
o No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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þ Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the date of its filing.
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Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11Bermuda |
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Mailing Address: |
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Suite 1790 |
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48 Par-la-Ville Road |
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Hamilton, HM 11 |
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Bermuda |
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Telephone: (441) 278-9000 |
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Facsimile: (441) 278-9090 |
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Website: www.validusre.bm |
IPC SHAREHOLDERS OVERWHELMINGLY REJECT MAX AMALGAMATION
Validus Urges IPC Board to Support Its Superior Offer
Hamilton, Bermuda June 12, 2009 Validus Holdings, Ltd. (Validus) (NYSE: VR) today announced
that, based on proxies submitted at todays annual general meeting of shareholders of IPC Holdings,
Ltd. (IPC) (NASDAQ: IPCR), IPC shareholders have overwhelmingly rejected the proposed
amalgamation of IPC with Max Capital Group Ltd. (Max).
Based upon the results of the meeting, Validus stated that approximately 72% of the votes cast
voted against the proposed Max amalgamation.
Ed Noonan, Validus Chairman and Chief Executive Officer, said, I want to thank IPC shareholders
for their support throughout the voting process. By rejecting the Max amalgamation by an
overwhelming margin, IPC shareholders have clearly spoken. We now expect IPCs Board to heed the
message sent by IPCs shareholders by agreeing to Validus pending Amalgamation Agreement without
delay so that IPCs shareholders can receive the superior value offered by Validus promptly.
Mr. Noonan continued, We are gratified that the Max amalgamation agreement has now been terminated
and we urge the IPC Board to work cooperatively with us to achieve an expeditious closing of the
Validus transaction.
Under Validus superior offer, IPC shareholders would receive $3.75 in cash and 1.1234 Validus
voting common shares for each IPC common share for a total consideration of $30.32 per IPC share
based on Validus closing price on Thursday, June 11th.
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 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:
Validus has filed an Exchange Offer to exchange each issued and outstanding common share of IPC for
1.1234 voting common shares of Validus and $3.75 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 letter 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 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 VALIDUS SHARE
ISSUANCE PROXY STATEMENT, THE SCHEME OF ARRANGEMENT PROXY STATEMENTS AND ANY OTHER PROXY STATEMENTS
OR SUPPLEMENTS THERETO 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.
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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.
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