NU Online News Service, April. 30, 3:55 p.m. EDT

In its second announcement this week on the subject, Validus Holdings today outlined steps to speed up its efforts for a hostile takeover of IPC, which is backing an alternative deal with Max Capital.

On Tuesday, Validus announced it was suing IPC Holdings and Max Capital Group over restrictive provisions in a merger agreement between the two companies that shut other companies out from talking to IPC's board and calls for a $50 million fee to be paid to Max if the IPC-Max deal is terminated.

Today, Validus said it has a three-part plan to take over IPC's monoline property-catastrophe reinsurance operation, IPC Re, eyeing a target date of June or July to complete the deal.

Specifically, Validus said it will take these steps:

o Step 1: Solicit IPC shareholders to vote against the Max deal. Validus has already filed proxy material with the U.S. Securities and Exchange Commission in connection with IPC's annual general meeting of shareholders.

o Step 2: Launch an exchange offer for IPC shares, essentially taking an offer it made to IPC's board in late March--to exchange each IPC common share for 1.2037 Validus common shares in a deal valued at $1.68 billion--directly to shareholders. Validus said that if it obtains at least 90 percent of IPC shares through this offer, it can acquire the remaining shares under Bermuda law, assuming the IPC shareholders vote down the IPC-Max deal at the annual meeting.

o Step 3: Petition the Supreme Court of Bermuda to approve a "scheme of arrangement" under Bermuda law.

According to Validus, this alternative would allow Validus to acquire IPC under the same economic terms, if 75 percent of shareholders vote in favor of the deal at a court-ordered meeting, and then IPC shareholders call for a second meeting to be held "if the IPC board continues to be uncooperative."

At that second meeting, shareholders would require IPC to approve and be bound by the Validus arrangement and to terminate the IPC-Max deal.

Following the two meetings and approval by the Supreme Court of Bermuda, the scheme would become effective, according to Validus.

In a press statement today, Ed Noonan, Validus' chairman and chief executive officer said if the conditions of Validus' exchange offer (step 2) are satisfied, with 90 percent of IPC stockholders exchanging shares for Validus stock, then the deal could close in June. If not, he said Validus could get the deal done by mid-July through the "scheme of arrangement" alternative (step 3), requiring a lower level of shareholder approval.

Among other things, Validus contends that a combination between IPC and Validus is superior to one with Max because an IPC-Validus combination would create a market-leading carrier in Bermuda's short-tail reinsurance and insurance markets.

Max says it offers more diversification to IPC's monoline property-catastrophe reinsurance operation by adding long-tail liability business to the mix.

For its part, Max, reacting to yesterday's announcement of Validus' lawsuit said in a statement from its chairman and CEO W. Marston Becker that the lawsuit is "nothing more than another attempt by Validus to distract investors."

"We believe the claims by Validus are meritless, and we look forward to completing our transaction with IPC," Mr. Becker said.

Special Reports /

Validus Aims To Speed IPC Takeover

Related Stories

Recommended For You