UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2009
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-33606
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98-0501001 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
19 Par-La-Ville Road, Hamilton, HM 11 Bermuda
(Address of principal executive offices)
Registrants telephone number, including area code: (441) 278-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
Beginning on July 9, 2009, Validus Holdings, Ltd. will present the information attached to
this report as Exhibit 99.1 to various investors. The presentation attached to this Current Report
on Form 8-K as Exhibit 99.1 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit No. |
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Description |
99.1
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Investor Presentation dated July 9, 2009. |
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT:
This material relates to a business combination transaction between Validus and IPC which will
become the subject of a registration statement filed by Validus and proxy statements filed by each
of Validus and IPC with the Securities and Exchange Commission (SEC). This material is not a
substitute for the registration statement and proxy statement that Validus will file with the SEC
or any other documents which Validus or IPC may send to their respective shareholders in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENTS AND ALL OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents,
if filed, would be available free of charge at the SECs website (www.sec.gov) or by directing a
request to Validus, at Jon Levenson, Senior Vice President, at +1-441-278-9000, in the case of
Validus filings or to IPC, at 29 Richmond Road, Pembroke HM 08, Bermuda, Attention: Melanie J.
Saunders, Secretary, in the case of IPCs filings.
PARTICIPANTS IN THE SOLICITATION:
Validus and IPC and their respective directors, executive officers and other employees may be
deemed to be participants in any solicitation of Validus and IPC shareholders in connection with
the proposed transaction. Information about Validus and IPCs directors and executive officers is
available in Validus and IPCs proxy statements, dated March 25, 2009 and May 7, 2009,
respectively for their 2009 annual general meetings of shareholders.