DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
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o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
VALIDUS HOLDINGS, LTD.
(Name of Registrant as Specified in Its Charter)
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Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11Bermuda |
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Suite 1790 |
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48 Par-la-Ville Road |
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Hamilton, HM 11 |
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Bermuda |
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Telephone: (441) 278-9000 |
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Facsimile: (441) 278-9090 |
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Website: www.validusre.bm |
VALIDUS DELIVERS REVISED AMALGAMATION AGREEMENT TO IPC
Validus Addresses IPC Concerns but Remains
Committed to Economic Terms of its Offer
Hamilton, Bermuda June 22, 2009 Validus Holdings, Ltd. (Validus) (NYSE: VR) today announced
that it has delivered a revised Amalgamation Agreement to IPC Holdings, Ltd. (IPC) (NASDAQ: IPCR)
that addresses concerns articulated by IPC in its press release dated June 15th. However, Validus
will not be revising the economic terms of its offer, which Validus continues to believe provide
full and fair value for IPC shares. In connection with the announcement, Validus issued the
following statement:
We have offered a number of concessions to IPC to be responsive to their stated concerns,
including allowing IPCs Board the right to perform a limited market check after the signing of an
agreement with Validus, eliminating the book value termination right so that the closing will not
be affected by catastrophe risk, and agreeing to an enhanced severance plan for IPC employees.
However, none of the information that we have received from IPC would justify changing the economic
terms of our offer.
By overwhelmingly rejecting the Max transaction, we believe that IPCs shareholders sent a strong
message to the IPC Board that they want the attractive economics of the Validus offer. We urge
IPCs Board to heed that message and agree to Validus revised Amalgamation Agreement without
delay.
While we believe that reaching a consensual amalgamation transaction would be in the best
interests of IPC and its shareholders, Validus remains strongly committed to acquiring IPC and will
continue to pursue alternative paths to complete a transaction, including our Exchange Offer and
previously announced Scheme of Arrangement. In addition, we will proceed with our plan to replace
the IPC Board at a special meeting of IPC shareholders in order to facilitate delivering the
attractive economics of Validus offer to IPCs shareholders.
Validus Offer
Under the terms of the Validus offer, IPC shareholders would receive $3.75 in cash and 1.1234
Validus voting common shares for each IPC common share for a total consideration of $27.26 per
share based on Validus closing stock price on June 22, 2009. The Validus offer provides a 24.9%
premium based on IPCs and Validus closing prices on March 30, 2009, the last trading day before
the announcement of Validus initial offer.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations
worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (Validus Re) and
Talbot Holdings Ltd.
(Talbot). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance.
Talbot is
the Bermuda parent of the specialty insurance group primarily operating within the
Lloyds insurance market through Syndicate 1183.
Contacts:
Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000
Media:
Jamie Tully/Chris Kittredge/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
OR
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both with respect to us and our
industry, that reflect our current views with respect to future events and financial performance.
All forward-looking statements address matters that involve risks and uncertainties, many of which
are beyond our control.
Accordingly, there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should not place undue
reliance on any such statements. We believe that these factors include, but are not limited to,
those set forth in the proxy statements and registration statement that Validus has filed with the
Securities and Exchange Commission (SEC) relating to its proposed acquisition of IPC, and should
be read in conjunction with the cautionary statements and risk factors included in our most recent
reports on Form 10-K and Form 10-Q and the risk factors included in IPCs most recent reports on
Form 10-K and Form 10-Q and other documents of Validus and IPC on file with the SEC. Except as
required by law, we undertake no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise.
Additional Information about the Proposed Acquisition and Where to Find It:
Validus has filed an Exchange Offer to exchange each issued and outstanding common share of IPC for
1.1234 voting common shares of Validus and $3.75 in cash. This press release is for informational
purposes only and does not constitute an offer to exchange, or a solicitation of an offer to
exchange, IPC common shares, nor is it a substitute for the Tender Offer Statement on Schedule TO
or the preliminary prospectus/offer to exchange included in the Registration Statement on Form S-4
(including the letter of transmittal and related documents and as amended and supplemented from
time to time, the Exchange Offer Documents) that Validus has filed or may file with the SEC. The
Registration Statement has not yet become effective. The Exchange Offer will be made only through
the Exchange Offer Documents.
This press release is not a substitute for the proxy statements that Validus has filed or may file
with the SEC or any other documents which Validus may send to its or IPCs shareholders in
connection with the proposed acquisition. Validus has sent a definitive proxy statement and a
supplement to its shareholders seeking proxies to approve the issuance of Validus voting common
shares in connection with the proposed transaction between IPC and Validus (the Validus Share
Issuance Proxy Statement). Also, Validus has sent to certain IPC shareholders a definitive proxy
statement to solicit requisitions from IPCs shareholders to compel IPCs board of directors to
call a special meeting of its shareholders to, among
other matters, remove and replace all of IPCs directors from their positions as directors of IPC
(the
Requisition Proxy Statement). In addition, Validus has filed preliminary proxy statements
with the SEC in connection with the Scheme of Arrangement (the Scheme of Arrangement Proxy
Statements).
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS, THE VALIDUS SHARE
ISSUANCE PROXY STATEMENT, THE REQUISITION PROXY STATEMENT, THE SCHEME OF ARRANGEMENT PROXY
STATEMENTS AND ANY OTHER PROXY STATEMENTS OR SUPPLEMENTS THERETO OR RELEVANT DOCUMENTS THAT VALIDUS
HAS FILED OR MAY FILE WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. All such documents, when filed, are
available free of charge at the SECs website (www.sec.gov) or by directing a request to Validus
through Jon Levenson, Senior Vice President, at +1-441-278-9000.
Participants in the Solicitation:
Validus and certain of its executive officers and Validus nominees to the IPC board of directors
are deemed to be participants in any solicitation of shareholders in connection with the proposed
acquisition. Information about Validus executive officers is available in Validus proxy
statement, dated March 25, 2009 for its 2009 annual general meeting of shareholders. Information
about Validus nominees to the IPC board of directors is available in the definitive proxy
statement filed by Validus on June 16, 2009 in connection with the solicitation of written
requisitions from IPC shareholders.
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