VALIDUS COURTS IPC SHAREHOLDERS TO DISRUPT MAX MERGER

Bermuda’s Validus Holdings, which earlier this week took legal action over the IPC Holdings-Max Capital merger, has published details of its own plan to acquire IPC Holdings. Validus said the IPC board has been unwilling to discuss its offer and that it intends to win the support of IPC shareholders, urging them to vote against the Max Capital proposal which it called “a bad deal” for shareholders. “The fact that IPC’s Board has agreed to an extraordinarily restrictive agreement with Max, that precludes IPC from engaging in discussions with Validus, has left us with no choice but to take our offer directly to IPC shareholders,” said Ed Noonan, chairman and CEO of Validus. Should IPC shareholders vote against the Max Capital deal, Validus will open an exchange offer to acquire at least 90% of IPC’s common shares, based on 1.2037 Validus shares for each IPC share. The remaining shares will be subject to a second step acquisition under Bermuda law. Under the third part of its plan, which is an alternative to the exchange offer, Validus said it will seek legal approval for a scheme of arrangement to acquire all IPC common shares, which will require the consent of IPC shareholders but can proceed without the approval of the IPC board. IPC Holdings has reaffirmed its support for the Max Capital merger and has urged shareholders not to tender shares under the Validus exchange offer.