Validus Threatens to Replace IPC Board if Agreement Not Reached

June 16, 2009

Bermuda-based Validus Holdings, Ltd. Is in the driver’s seat to take over IPC Holdings Ltd., following the rejection by its shareholders of the proposed amalgamation with Max Capital and Max’s termination of its proposal (See IJ web site –

Validus made that perfectly clear when it issued a statement that it would “seek to replace the Board of Directors of IPC Holdings,” if it is unable to reach an agreement with the IPC Board in a timely fashion.

Validus said that, although it “continues to seek a consensual amalgamation transaction with IPC, it will continue to pursue its Exchange Offer and previously announced Scheme of Arrangement in order to complete a transaction and will seek to replace the IPC Board if an agreement with the IPC Board is not reached.”

Validus’ Chairman and CEO Ed Noonan explained that “following the overwhelming rejection of the Max transaction on Friday, we are taking steps to enable IPC’s shareholders to receive the superior value offered by Validus. We have previously provided IPC with an executed amalgamation agreement with our offer.

“While we would like to reach an agreement with IPC’s Board in view of IPC’s statement on Friday indicating its willingness to engage with Validus, our Exchange Offer and Scheme of Arrangement provide alternative paths to complete a transaction, if necessary.

“We initiated these steps prior to the termination of the Max amalgamation agreement with IPC and we will proceed with them even as we seek to reach a consensual agreement with IPC’s Board. In addition, we are also now prepared to seek the removal of IPC’s Board, if appropriate.”

Under Validus’ offer, IPC shareholders would receive $3.75 in cash and 1.1234 Validus voting common shares for each IPC common share.

Validus statement said it would “replace the IPC Board with three highly qualified candidates who would stand for election at a special meeting of IPC shareholders.”

Noonan added: “As 72 percent of the votes cast at last week’s meeting were against the Max amalgamation, we are optimistic that Validus will be able to secure the necessary support of at least 10 percent of IPC shareholders in order to requisition the special meeting.”

Validus is filing amended proxy materials with the Securities and Exchange Commission to solicit written requisitions from shareholders of IPC to call the special meeting. At the meeting, in addition to considering the replacement of the IPC Board with the Validus candidates, Validus would seek to eliminate or amend certain provisions in IPC’s bye-laws and to bind IPC to the Scheme of Arrangement, if appropriate. Validus also intends to file a new application with the Supreme Court of Bermuda to seek its approval to convene a court-ordered meeting of IPC’s shareholders in connection with the Scheme of Arrangement.

Source: Validus Holdings –

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