This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.
IPC Holdings Board Reaffirms Approval of Amalgamation With Max Capital
HAMILTON, Bermuda - 14 May, 2009 - IPC Holdings, Ltd. (Nasdaq:IPCR) (BSX:IPCR.BH) announced today that in a Schedule 14D-9 filed with the United States Securities and Exchange Commission, its Board of Directors unanimously reaffirmed its approval of IPC's proposed amalgamation with Max Capital Group Ltd. (Nasdaq:MXGL) (BSX:MXGL.BH) and recommends that IPC shareholders reject the exchange offer filed by Validus Holdings, Ltd. on May 12, 2009 and not tender their IPC shares. This determination was reached after careful consideration, including a review of the terms and conditions of the exchange offer in consultation with IPC's financial and legal advisors, and consistent with the Board's fiduciary duties under applicable law.
The Board also urges IPC shareholders to vote FOR the proposals related to the amalgamation at the annual general meeting of shareholders on June 12, 2009.
Kenneth L. Hammond, Chairman of IPC's Board of Directors, said, "The IPC Board continues to believe strongly that IPC's proposed amalgamation with Max best achieves our goal of delivering superior shareholder value by diversifying beyond our monoline property catastrophe business. The Max transaction is in the best interests of, and provides the best value with certainty and speed of closing for, IPC shareholders. IPC anticipates closing the transaction with Max on or shortly after our annual general meeting of shareholders on June 12 with all regulatory approvals obtained.
"In stark contrast, the Validus exchange offer provides the same exact economic terms as the previous Validus proposal that the IPC Board rejected, additional conditional closing terms, the same significant execution risk and the same substantial uncertainty regarding timing of closing a transaction. Most importantly, the Board firmly believes that a combination with Validus would not have the same potential for delivering shareholder value as the amalgamation with Max."
Mr. Hammond concluded, "IPC's Board of Directors strongly urges shareholders not to tender their shares to the Validus exchange offer.
The IPC Board continues to believe that the combination with Max will provide superior value and benefits to all IPC shareholders and recommend that IPC shareholders vote in favor of the amalgamation with Max."
IPC shareholders who have tendered their shares to Validus are encouraged to withdraw them. For assistance in withdrawing IPC shares tendered, shareholders should contact their broker or IPC's information agent, Innisfree M&A at (877) 825-8621.
About IPC Holdings, Ltd.
IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe Limited, provides property catastrophe reinsurance and, to a limited extent, aviation, property-per-risk excess and other short-tail reinsurance on a worldwide basis.