NU Online News Service, April 6, 3:42 p.m. EDT

Two Bermuda insurers continued their fight to acquire IPCHoldings Inc. with a letter from Validus Holdings Ltd. saying theMax Capital Group Ltd. overstated the financial benefit IPCshareholders would receive by accepting its offer.

A letter to the board of Bermuda-based IPC from Validus Chairmanand Chief Executive Officer Edward J. Noonan, dated Sunday, chargedthat Max Chairman and CEO W. Marston "Marty" Becker overstated thevalue IPC shareholders would receive from a deal with Max over hiscompany's offer.

Validus said Max's claim that its deal would deliver 29 percentmore tangible book value for IPC shareholders is incorrect andneeds to be restated. Mr. Noonan claims that Max's calculation"understates the pro forma IPC share of Validus tangible book valueper share by $2.74."

The company added that this difference in value will requireinsurer Max to make an amended filing with the Securities andExchange Commission.

Today, Max called Validus' claim "incorrect and misleading,"saying its calculations are correct and that the deal does giveshareholders more than 29 percent premium over Validus' offer.

Max said its offer to IPC translates into $33.83 a share intangible book value--"a 29.2 percent premium versus $26.19delivered by Validus."

"One has to question whether IPC shareholders are being wellserved by the nonsubstantive claims being initiated by Validus,"said Mr. Becker.

"The conclusion remains clear--a combination with Max providesgreater underlying value to IPC's shareholders today, with truediversification of underwriting exposures and without anoverconcentration in short-tail catastrophe oriented business, andwill result in greater upside for IPC shareholders compared to thehostile takeover proposal by Validus," the company said.

Max and IPC entered into a stock-for-stock deal in early Marchthat is valued at over $900 million. If concluded, IPC shareholderswould own 58 percent of the combined company and Max shareholders42 percent.

Validus made an unsolicited bid for IPC last week in astock-for-stock deal (called an amalgamation under Bermuda law)valued at $1.68 billion.

Under that deal, Validus shareholders would control 57 percentof the combined company and IPC would own 43 percent.

The deals are subject to approval by shareholders and Bermudainsurance regulators.

Both Max and Validus say they offer business diversificationbenefits. A combination with Max would bring liability businessinto the mix, while Validus deals in short-tailed business fromValidus Lloyd's operation, Talbot.

An SEC filing says the IPC and Max agreement can be terminatedunder certain conditions, one of which might be a change in therecommendation by one party's board to its shareholders.