UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
VALIDUS HOLDINGS, LTD.
(Name of Registrant as Specified in Its Charter)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Proposed maximum aggregate value of transaction: |
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Validus
Holdings, Ltd.
Bermuda Commercial Bank Building
19
Par-la-Ville Road
Hamilton, HM 11
Bermuda
Mailing
Address:
Suite 1790
48 Par-la-Ville
Road
Hamilton, HM 11
Bermuda
Telephone: (441) 278-9000
Facsimile: (441)
278-9090
Website: www.validusre.bm
May 26, 2009
IPC Holdings, Ltd. Board of Directors
c/o Kenneth L. Hammond
Chairman of the Board
American International Bldg.
29 Richmond Road
Pembroke, HM 08
Bermuda
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Re: |
Validus Holdings, Ltd.s Outstanding Exchange Offer to
Acquire All Outstanding Common Shares of IPC Holdings, Ltd. |
Ladies and Gentlemen:
We are in receipt of your letter dated May 21, 2009. We note that you have been in receipt of
a copy of Validus exchange offer materials since the commencement of our exchange offer on May 12,
2009.
Validus questions why the IPC Board, in its apparent effort to try to deprive IPC shareholders
of the opportunity to obtain the superior value being offered by Validus, continues to attempt to
raise legal roadblocks to Validus superior offer.
In regards to the second-step acquisition contemplated by our exchange offer, Validus is
extremely confident in its position, as confirmed by Bermuda and UK counsel, that upon Validus
acquiring at least 90% of the then-outstanding number of IPC shares on a fully-diluted basis,
Validus, acting through Cede & Co. as the registered owner of the IPC shares beneficially owned by
Validus, will be entitled to acquire all remaining IPC shares under the provisions of Section 102
or, if applicable, Section 103, of The Companies Act of 1981 of Bermuda. In such case, it would be
extremely disappointing if the IPC Board were to proceed with a dubious legal strategy in an
attempt to block the expressed will of at least 90% of its shareholders. Such a course of action
would evidence disregard for IPCs shareholders and your fiduciary obligations as directors.
We sincerely hope that if the Max transaction is voted down at IPCs shareholder meeting on
June 12th, IPCs Board will do the right thing and comply with the desire of its shareholders by
working cooperatively with us to smoothly and expeditiously complete our acquisition.