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

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In its second announcement this week on the subject, ValidusHoldings today outlined steps to speed up its efforts for a hostiletakeover of IPC, which is backing an alternative deal with MaxCapital.

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

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

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Specifically, Validus said it will take these steps:

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

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o Step 2: Launch an exchange offer for IPC shares, essentiallytaking an offer it made to IPC's board in late March--to exchangeeach IPC common share for 1.2037 Validus common shares in a dealvalued at $1.68 billion--directly to shareholders. Validus saidthat if it obtains at least 90 percent of IPC shares through thisoffer, it can acquire the remaining shares under Bermuda law,assuming the IPC shareholders vote down the IPC-Max deal at theannual meeting.

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

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

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

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Following the two meetings and approval by the Supreme Court ofBermuda, the scheme would become effective, according toValidus.

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In a press statement today, Ed Noonan, Validus' chairman andchief executive officer said if the conditions of Validus' exchangeoffer (step 2) are satisfied, with 90 percent of IPC stockholdersexchanging shares for Validus stock, then the deal could close inJune. If not, he said Validus could get the deal done by mid-Julythrough the "scheme of arrangement" alternative (step 3), requiringa lower level of shareholder approval.

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

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Max says it offers more diversification to IPC's monolineproperty-catastrophe reinsurance operation by adding long-tailliability business to the mix.

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

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"We believe the claims by Validus are meritless, and we lookforward to completing our transaction with IPC," Mr. Beckersaid.

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