Validus (VR) Advisors Confirm IPC (IPCR) Bid as 'Best and Final Offer'
Validus Holdings, Ltd. (NYSE: VR) today reported that it recently confirmed to the Board of Directors of IPC Holdings, Ltd. (NASDAQ: IPCR) and its advisors that its offer for IPC is its best and final offer. The Validus offer consists of 1.1234 Validus common shares and $3.75 in cash for each IPC common share.
Ed Noonan, Validus' Chairman and Chief Executive Officer, said, "Since the IPC shareholders overwhelmingly rejected the Max transaction, Validus and IPC have been in discussions on a range of issues in the hopes of reaching a consensual transaction. During these discussions, Validus has been consistent in its belief that its offer represents a full and fair value for IPC shares. In addition, we have made a number of changes to the terms of our offer in order to be responsive to concerns expressed by the IPC Board, including providing IPC shareholders with the certainty of a transaction that is not subject to termination in the event of major catastrophe losses."
Mr. Noonan continued, "As we have said since we first announced our offer for IPC in late March, we believe that a combination with IPC will create significant short and long-term value for the shareholders of both Validus and IPC by creating a well-diversified, market-leading carrier in Bermuda's short-tail reinsurance and insurance markets. IPC shareholders would benefit from being part of Validus, which has the highest growth in tangible book value plus accumulated dividends of any publicly traded Bermuda reinsurance company as measured over the time Validus has been public, and the IPC Board is fully briefed on the future value creation embedded in the growth of our business through our new initiatives."
Under Validus' offer, IPC shareholders would receive total consideration of $28.63 based on Validus' closing price on July 2, 2009. The Validus offer provides IPC shareholders with a 24.9% premium and $31.73 per share based on IPC's and Validus' closing prices on March 30, 2009, the last trading day before the announcement of Validus' initial offer.
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