Max Capital Terminates Amalgamation Agreement with IPC

June 15, 2009

The Bermuda-based Max Capital Group Ltd. Has decided to throw in the towel on its efforts to merge with IPC Holding Ltd. Following the decisive rejection of its amalgamation proposal by IPC shareholders on Friday [See IJ web site –].

Max Capital issued a bulletin stating that it “has terminated the Agreement and Plan of Amalgamation previously entered into among Max, IPC Holdings, Ltd. and IPC Limited on March 1, 2009, as amended, pursuant to Section 7.1(f) of the agreement.”

Soon after the plan was announced, Validus Holdings made a counterproposal to IPC’s shareholders. Although Max Cap’s proposal had been accepted by IPC’s board of directors, the shareholders’ approval was also necessary. Around 94 percent of IPC’s capital is held by institutional investors and private equity funds. These sophisticated investors were in a position to evaluate both proposals, and, from the vote on Friday, it would seem that they favored the Validus plan.

Max Cap’s Chairman and CEO W. Marston (Marty) Becker, commented, “The Board, employees and shareholders of Max were excited about the deal with IPC, and we are, of course, disappointed that IPC’s shareholders did not approve it. We believed and continue to believe that the combination of Max and IPC would have created significant value for both companies’ shareholders.

“However, we also believe that maintaining our perspective and discipline as a participant in this process was in the best interest of our shareholders. Max is a strong, diversified underwriting company and will continue to focus on building the value of our global business for our shareholders.”

Source: Max Capital Group –

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