Max Capital, Harbor Point Shareholders Approve ‘Merger of Equals’

April 30, 2010

Bermuda-based Max Capital Group and Harbor Point Limited, a privately held company, announced that their respective shareholders have voted in favor of all proposals necessary to consummate a merger of equals of Max and Harbor Point. Completion of the transaction is contingent upon regulatory approvals and certain customary conditions and is expected to occur in the second quarter of 2010.

The two companies first announced plans for the merger in early March [See IJ web site – https://www.insurancejournal.com/news/international/2010/03/04/107862.htm].

Upon closing, the combined company will be renamed and rebranded as Alterra Capital Holdings Limited and will trade on the NASDAQ Global Select market under the symbol ALTE and on the Bermuda Stock Exchange under the symbol ALTE.BH.

Under the merger terms “holders of Harbor Point common shares will receive a fixed exchange ratio of 3.7769 Max common shares for each Harbor Point common share. In addition, both Max and Harbor Point intend for the Alterra board of directors to declare a special cash dividend of $2.50 per share following closing to all shareholders of Alterra (approximately $300 million in total),” said the bulletin.

Following the close of the transaction, W. Marston (Marty) Becker, Chairman and Chief Executive Officer of Max will become President and Chief Executive Officer of Alterra and serve as a member of Alterra’s board of directors, while John R. Berger, Director, Chief Executive Officer and President of Harbor Point will become Chief Executive Officer of Reinsurance for Alterra and Vice Chairman of Alterra’s board. Mr. Berger will also chair the board’s underwriting committee. Michael O’Reilly, Chairman of Harbor Point’s board of directors and former Vice Chairman and Chief Financial Officer of The Chubb Corporation, will become Alterra’s non-executive Chairman.

Becker commented: “We are delighted that both Max and Harbor Point shareholders have recognized the significant benefits of bringing together these two great companies. We believe that Alterra will come out of the gate as a dynamic, financially strong, global company with approximately $3 billion of capital, and established and profitable insurance and reinsurance underwriting platforms in major markets worldwide.

“With this firm foundation, we will be well positioned to grow our company opportunistically, and will have greater flexibility to manage capital with a view to providing shareholders with enhanced returns.”

Berger added: “With shareholder approvals now received, we are close to making our shared vision for Alterra a reality. We expect that, upon closing, Alterra will be ready to integrate quickly and provide seamlessly the same first class service and balanced risk-taking that our clients and business partners have come to expect.”

Additional information about the amalgamation may be obtained on the companies’ web sites at: www.maxcapgroup.com and www.harborpoint.com, respectively.

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