Validus Files Proxy Materials In Fight For IPC

NU Online News Service, April 10, 3:44 p.m. EDT

Validus Holdings, Ltd. said it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission in connection with its battle to acquire IPC Holdings, Ltd.

In a statement, the Bermuda-based insurer said the materials will be presented at IPC's annual shareholders meeting. The materials urge IPC shareholders to oppose the issuance of IPC shares in connection with the amalgamation (a stock for stock exchange under Bermuda law) agreement between IPC and Max Capital Group Ltd. All three insurers are Bermuda-based companies.

"Validus believes it has made a 'Superior Proposal' for IPC and asks that IPC's shareholders oppose the clearly inferior proposal to combine IPC and Max," Ed Noonan, Validus' chairman and chief executive officer, said in a statement.

Mr. Noonan added, "We are confident that IPC's shareholders will recognize the near- and long-term value of our proposal, which offers a premium for IPC shares and better long-term opportunities for growth, and look forward to working toward the completion of a combination with IPC."

Max and Validus have been engaged in a battle over acquiring IPC since the end of March, when Validus made an unsolicited bid to acquire IPC. Max and IPC entered into a merger agreement at the beginning of March.

The Max and IPC deal is valued at $900 million and would give IPC shareholders majority interest. The Validus deal is valued at $1.68 billion, but IPC shareholders would be minority owners.

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

No date has been set for the shareholders' vote.