Max Defends IPC Calculations; Says Validus’ Letter ‘Misleading’

April 7, 2009

Bermuda’s Max Capital Group responded with a flat denial to the assertions made in a letter from Validus Holdings that it had miscalculated the diluted book value per IPC share and diluted tangible book value per IPC share.

The figures “included in Max’s April 2, 2009 letter to the Board of Directors of IPC Holdings, Ltd. (“IPC”) are true and correct,” said the company’s statement. It added that Max has “consulted with its financial advisors and SEC counsel.”

Max summarized Validus’ charges (See IJ web site – The company said: “However, Validus’ allegation is incorrect and misleading. The calculations that Max presented accurately represent what an IPC shareholder would receive on a stand alone basis from either Max or Validus, without giving effect to what IPC itself contributes to a transaction.

“The Max presentation allows IPC shareholders to compare the value received under each transaction on an “apples-to-apples” basis. Max believes this is an important measure in comparing the value received today by an IPC shareholder under the agreement with Max and the proposed Validus transaction. The pro forma calculations Validus is utilizing include the additional benefit derived from issuing Validus’ shares to purchase IPC at a discount to book value.”

Max Capital’s Chairman and CEO W. Marston (Marty) Becker added: “One has to question whether the IPC shareholders are being well served by the non-substantive claims being initiated by Validus. They have made certain statements that completely misrepresent and falsely characterize the information presented by Max. Since Validus initially made its below book value, unsolicited takeover offer for IPC, it has demonstrated a lack of understanding of what is important to the shareholders of IPC in allowing them to assess the relative value being delivered by Max versus Validus.”

A more complete presentation of the offer and the calculations relating to it may be obtained on the Company’s web site at:

Source: Max Capital

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