425
Filed by Validus Holdings, Ltd. pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange of 1934, as amended
Subject Company: IPC Holdings, Ltd.
(Commission File No.: 000-27662)
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Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11 Bermuda |
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Mailing Address: |
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Suite 1790 |
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48 Par-la-Ville Road |
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Hamilton, HM 11 |
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Bermuda |
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Telephone: (441) 278-9000 |
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Facsimile: (441) 278-9090 |
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Website: www.validusre.bm |
RISKMETRICS SUPPORTS VALIDUS CALL FOR SPECIAL MEETING
OF IPC SHAREHOLDERS
Requisitions Will Allow IPC Shareholders to Show Support for the Validus Offer
Validus Shareholders Approve Issuance of Shares in Connection
with Proposed Acquisition of IPC
Hamilton, Bermuda June 25, 2009 Validus Holdings, Ltd. (Validus) (NYSE: VR) today announced
that RiskMetrics Group, the leading independent proxy voting and corporate governance advisory
firm, has supported Validus call to hold a special meeting of shareholders of IPC Holdings, Ltd.
(IPC) (NASDAQ: IPCR) by recommending that IPC shareholders execute Validus GREEN requisition
card. By executing the GREEN requisition card, IPC shareholders can show their support for the
Validus offer. At the special meeting, among other proposals to be considered, Validus would seek
to replace the IPC Board.
Ed Noonan, Validus Chairman and Chief Executive Officer, said, We are pleased that RiskMetrics
supports our efforts to call a special meeting of IPC shareholders, which we believe will
facilitate Validus ability to provide its offer to IPC shareholders. By calling the special
meeting, shareholders will send another strong message to IPCs Board that they want to receive the
attractive economics of the Validus offer. We urge IPC shareholders to follow RiskMetrics
recommendation and execute their GREEN requisition card today.
In addition to seeking the replacement of the IPC Board with three highly qualified candidates at
the special meeting, Validus would seek to eliminate or amend certain provisions in IPCs bye-laws
and to bind IPC to its previously announced Scheme of Arrangement, if appropriate. Validus is
required to obtain requisitions from shareholders representing at least 10% of the issued and
outstanding common shares of IPC in order to call the special meeting. Validus intends to file a
new application with the Supreme Court of Bermuda to seek its approval to convene a court-ordered
meeting of IPCs shareholders in connection with the Scheme of Arrangement following Validus
receipt of these requisitions.
Validus also announced that, at a Special General Meeting of Shareholders held today, Validus
shareholders overwhelmingly approved the issuance of Validus common shares in connection with its
proposed acquisition of the outstanding common shares of IPC. Validus shareholders approved the
issuance of shares with support of 98% of the shares voted at the meeting.
Mr. Noonan continued, The approval to issue Validus shares is an important step in positioning us
to move forward with the proposed acquisition of IPC. We are pleased that Validus shareholders
have
evidenced their strong support for the acquisition of IPC, which would create a leading Bermuda
carrier in the short-tail reinsurance and insurance market.
While Validus believes that reaching a consensual amalgamation transaction would be in the best
interests of IPC and its shareholders, Validus remains strongly committed to acquiring IPC and will
continue to pursue alternative paths to complete a transaction, including its Exchange Offer and
previously announced Scheme of Arrangement. In addition, Validus is seeking to replace the IPC
Board at a special meeting of IPC shareholders in order to facilitate delivering the attractive
economics of Validus offer to IPCs shareholders.
Under the terms of the Validus offer, IPC shareholders would receive $3.75 in cash and 1.1234
Validus voting common shares for each IPC common share for a total consideration of $28.25 per
share based on Validus closing stock price on June 24, 2009. The Validus offer provides a 24.9%
premium based on IPCs and Validus closing prices on March 30, 2009, the last trading day before
the announcement of Validus initial offer. Validus continues to believe that this offer provides
full and fair value for IPC shares.
Validus urges IPC shareholders to follow RiskMetrics recommendation and execute their GREEN
requisition card today. Georgeson Inc. is assisting Validus with its efforts to solicit
requisitions to call the special meeting. If you have any questions about executing or delivering
your GREEN requisition card or require assistance, please call Georgeson Inc. toll-free at
(888) 274-5119 (banks and brokerage firms should call (212) 440-9800), or email
validusIPC@georgeson.com.
Executing and returning the GREEN requisition card does not commit an IPC shareholder to cast any
vote for or against the proposals to be presented at the special meeting. Once the special meeting
has been called, Validus will send proxy materials enabling IPC shareholders to vote on Validus
Board candidates and on the other proposals to be considered at the special meeting.
For the latest copies of the transaction documents, proxy materials and an investor presentation
detailing the benefits of Validus offer, please visit www.ValidusTransaction.com.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations
worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (Validus Re) and
Talbot Holdings Ltd. (Talbot). Validus Re is a Bermuda based reinsurer focused on short-tail
lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily
operating within the Lloyds insurance market through Syndicate 1183.
Contacts:
Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
Media:
Jamie Tully/Chris Kittredge/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
OR
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020
Cautionary Note Regarding Forward-Looking Statements
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This press release may include forward-looking statements, both with respect to us and our
industry, that reflect our current views with respect to future events and financial performance.
All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control.
Accordingly, there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should not place undue
reliance on any such statements. We believe that these factors include, but are not limited to,
those set forth in the proxy statements and registration statement that Validus has filed with the
Securities and Exchange Commission (SEC) relating to its proposed acquisition of IPC, and should
be read in conjunction with the cautionary statements and risk factors included in our most recent
reports on Form 10-K and Form 10-Q and the risk factors included in IPCs most recent reports on
Form 10-K and Form 10-Q and other documents of Validus and IPC on file with the SEC. Except as
required by law, we undertake no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise.
Additional Information about the Proposed Acquisition and Where to Find It:
Validus has filed an Exchange Offer to exchange each issued and outstanding common share of IPC for
1.1234 voting common shares of Validus and $3.75 in cash. This press release is for informational
purposes only and does not constitute an offer to exchange, or a solicitation of an offer to
exchange, IPC common shares, nor is it a substitute for the Tender Offer Statement on Schedule TO
or the preliminary prospectus/offer to exchange included in the Registration Statement on Form S-4
(including the letter of transmittal and related documents and as amended and supplemented from
time to time, the Exchange Offer Documents) that Validus has filed or may file with the SEC. The
Registration Statement has not yet become effective. The Exchange Offer will be made only through
the Exchange Offer Documents.
This press release is not a substitute for the proxy statements that Validus has filed or may file
with the SEC or any other documents which Validus may send to its or IPCs shareholders in
connection with the proposed acquisition. Validus has sent to certain IPC shareholders a definitive
proxy statement to solicit requisitions from IPCs shareholders to compel IPCs board of directors
to call a special meeting of its shareholders in connection with, among other matters, removing and
replacing all of IPCs directors from their positions as directors of IPC (the Requisition Proxy
Statement). In addition, Validus has filed preliminary proxy statements with the SEC in
connection with, among other matters, the Scheme of Arrangement (the Scheme of Arrangement Proxy
Statements).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS, THE REQUISITION
PROXY STATEMENT, THE SCHEME OF ARRANGEMENT PROXY STATEMENTS AND ANY OTHER PROXY STATEMENTS OR
SUPPLEMENTS THERETO OR RELEVANT DOCUMENTS THAT VALIDUS HAS FILED OR MAY FILE WITH THE SEC IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. All such documents, when filed, are available free of charge at the SECs
website (www.sec.gov) or by directing a request to Validus through Jon Levenson, Senior Vice
President, at +1-441-278-9000.
Participants in the Solicitation:
Validus and certain of its executive officers and Validus nominees to the IPC board of directors
are deemed to be participants in any solicitation of shareholders in connection with the proposed
acquisition. Information about Validus executive officers is available in Validus proxy
statement, dated March 25, 2009 for its 2009 annual general meeting of shareholders. Information
about Validus proposed candidates to the IPC Board is available in the Requisition Proxy
Statement.
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